S-4

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As filed with the Securities and Exchange Commission on September 26, 2008

Registration No. [            ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Symbion, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 8011
(Primary Standard Industrial
Classification Code Number) 62-1625480
(I.R.S. Employer
Identification Number)

40 Burton Hills Boulevard, Suite 500
Nashville, Tennessee 37215
(615) 234-5900
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

See Table of Additional Registrants Below

Richard E. Francis, Jr.
40 Burton Hills Boulevard, Suite 500
Nashville, Tennessee 37215
(615) 234-5900
(Name, Address, Including Zip Code, and Telephone Number Including Area Code, of Agent For Service)

With copies to:

James H. Nixon III, Esq.
Waller Lansden Dortch & Davis, LLP
511 Union Street, Suite 2700
Nashville, Tennessee 37219
(615) 244-6380

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

          If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Note	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
11.00% / 11.75% Senior PIK Toggle Notes due 2015	$184,635,000	100%	$184,635,000	$7,257
Guarantee of 11.00%/11.75% Senior PIK Toggle Notes due 2015(2)	N/A	N/A	N/A	N/A

(1)

Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended.

(2)

The Additional Registrants, each a wholly owned subsidiary of Symbion, Inc., will guarantee the payment of the 11.00%/11.75% Senior PIK Toggle Notes due 2015. Pursuant to Rule 457(n) under the Securities Act of 1933, no filing fee is required.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrants

Exact Name of Registrant Guarantor as Specified in its Charter (or Other Organizational Document)*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Ambulatory Resource Centres Investment Company, LLC	Delaware	91-1941321
Ambulatory Resource Centres of Florida, Inc.	Florida	62-1732315
Ambulatory Resource Centres of Massachusetts, Inc.	Tennessee	62-1772058
Ambulatory Resource Centres of Texas, Inc.	Tennessee	62-1752554
Ambulatory Resource Centres of Washington, Inc.	Tennessee	62-1778909
Ambulatory Resource Centres of Wilmington, Inc.	Tennessee	62-1775672
ARC Development Corporation	Tennessee	62-1678605
ARC Dry Creek, Inc.	Tennessee	62-1786782
ARC Financial Services Corporation	Tennessee	62-1757872
ASC of Hammond, Inc.	Delaware	23-2722876
ASC of New Albany, LLC	Indiana	23-2722875
Houston PSC-I, Inc.	Texas	76-0540511
Lubbock Surgicenter, Inc.	Texas	76-0609914
Medisphere Health Partners-Oklahoma City, Inc.	Tennessee	62-1810802
Medisphere Health Partners Management of Tennessee, Inc.	Tennessee	62-1729076
NeoSpine Surgery of Bristol, LLC	Delaware	20-0734684
NeoSpine Surgery of Nashville, LLC	Delaware	20-1656111
NeoSpine Surgery of Puyallup, LLC	Delaware	20-3614348
NeoSpine Surgery, LLC	Delaware	20-0454414
Northstar Hospital, LLC	Delaware	26-0423130
NSC Edmond, Inc.	Oklahoma	73-1524267
Physicians Surgical Care Management, Inc.	Delaware	76-0549342
Physicians Surgical Care, Inc.	Delaware	76-0506879
Premier Ambulatory Surgery of Duncanville, Inc.	Delaware	43-1742022
PSC Development Company, LLC	Delaware	76-0634227
PSC of New York, L.L.C.	Delaware	76-0670662
PSC Operating Company, LLC	Delaware	76-0634226
Quahog Holding Company, LLC	Delaware	None
SARC/Asheville, Inc.	Tennessee	62-1843090
SARC/Circleville, Inc.	Tennessee	35-2159632
SARC/Columbia, Inc.	Tennessee	20-0317661
SARC/Deland, Inc.	Tennessee	62-1823403
SARC/Ft. Myers, Inc.	Tennessee	62-1862337
SARC/FW, Inc.	Tennessee	62-1808124
SARC/Georgia, Inc.	Tennessee	20-0391553
SARC/Jacksonville, Inc.	Tennessee	62-1825705
SARC/Kent, LLC	Tennessee	20-2232298
SARC/Knoxville, Inc.	Tennessee	62-1835230
SARC/Largo Endoscopy, Inc.	Tennessee	46-0469157
SARC/Largo, Inc.	Tennessee	01-0554194
SARC/Metairie, Inc	Tennessee	62-1823820
SARC/Providence, LLC	Tennessee	20-0204310
SARC/San Antonio, LLC	Tennessee	62-1859095
SARC/Savannah, Inc.	Tennessee	20-0870095
SARC/St. Charles, Inc.	Tennessee	20-1003510
SARC/Vincennes, Inc.	Tennessee	72-1528525
SARC/West Houston, LLC	Tennessee	62-1757872

Exact Name of Registrant Guarantor as Specified in its Charter (or Other Organizational Document)*	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
SARC/Worcester, Inc.	Tennessee	74-3032766
SI/Dry Creek, Inc.	Tennessee	62-1826568
SMBI Havertown, LLC	Tennessee	None
SMBI Northstar, LLC	Tennessee	None
SMBI OSE, LLC	Alabama	None
SMBI Portsmouth, LLC	Tennessee	None
SMBIMS Kirkwood, LLC	Tennessee	20-1788513
SMBIMS 119, LLC	Tennessee	None
SMBIMS Birmingham, Inc.	Tennessee	20-1788415
SMBIMS Durango, LLC	Tennessee	None
SMBIMS Elk River, LLC	Tennessee	None
SMBIMS Florida I, LLC	Florida	20-2595637
SMBIMS Greenville, LLC	Tennessee	20-4633463
SMBIMS Maple Grove, LLC	Tennessee	None
SMBIMS Novi, LLC	Tennessee	None
SMBIMS Orange City, LLC	Tennessee	None
SMBIMS Steubenville, Inc.	Tennessee	20-1518122
SMBIMS Tampa, LLC	Tennessee	None
SMBIMS Temple, LLC	Tennessee	None
SMBIMS Tuscaloosa, Inc.	Tennessee	20-1788485
SMBIMS Wichita, LLC	Tennessee	20-4305141
SMBISS Arcadia, LLC	Tennessee	None
SMBISS Beverly Hills, LLC	Tennessee	None
SMBISS Chesterfield, LLC	Tennessee	None
SMBISS Encino, LLC	Tennessee	None
SMBISS Irvine, LLC	Tennessee	None
SMBISS Roswell, LLC	Tennessee	20-2263759
SMBISS Sandy Springs, LLC	Tennessee	20-2263714
SMBISS Thousand Oaks, LLC	Tennessee	None
Surgicare of Deland, Inc.	Florida	75-2549326
Symbion Ambulatory Resource Centres, Inc.	Tennessee	62-1615675
Symbion Imaging, Inc.	Tennessee	62-1826567
SymbionARC Management Services, Inc.	Tennessee	62-1736048
SymbionARC Support Services, LLC	Tennessee	None
Texarkana Surgery Center GP, Inc.	Texas	75-2482616
UniPhy Healthcare of Eugene/Springfield I, Inc.	Tennessee	62-1691027
UniPhy Healthcare of Johnson City VI, LLC	Tennessee	20-2098269
UniPhy Healthcare of Louisville, Inc.	Tennessee	62-1754735
UniPhy Healthcare of Maine I, Inc.	Tennessee	62-1693446
UniPhy Healthcare of Memphis I, LLC	Tennessee	20-2098362
UniPhy Healthcare of Memphis II, Inc.	Tennessee	62-1651421
UniPhy Healthcare of Memphis III, LLC	Tennessee	62-1759720
UniPhy Healthcare of Memphis IV, LLC	Tennessee	62-1760919
VASC, Inc.	Illinois	36-3315767
Village Surgicenter, Inc.	Delaware	76-0601365

*

The address and telephone number for each of the Additional Registrants is c/o Symbion, Inc., 40 Burton Hills Boulevard, Suite 500, Nashville, Tennessee 37215, (615) 234-5900. Each of the Additional Registrants has the same Primary Standard Industrial Classification Number and agent for services as the Registrant.

Subject to Completion, Dated September 26, 2008

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

Symbion, Inc.

OFFER TO EXCHANGE

$184,635,000 11.00%/11.75% Senior PIK Toggle Notes due 2015
which have been registered under the Securities Act of 1933
for any and all outstanding 11.00%/11.75% Senior PIK Toggle Notes due 2015

        We are offering to exchange new 11.00%/11.75% senior PIK toggle notes due 2015 for our currently outstanding 11.00%/11.75% senior PIK toggle notes due 2015. We refer to the new 11.00%/11.75% senior PIK toggle notes due 2015 as the exchange notes and the outstanding 11.00%/11.75% senior PIK toggle notes due 2015 as the outstanding notes. The exchange notes are substantially identical to the outstanding notes, except that the exchange notes have been registered under the federal securities laws, are not subject to transfer restrictions and are not entitled to certain registration rights related to the outstanding notes. The exchange notes will represent the same debt as the outstanding notes and we will issue the exchange notes under the same indenture that governs the outstanding notes.

The principal features of the exchange offer are as follows:

•

The exchange offer expires at 5:00 p.m., New York City time, on                , 2008, unless extended. We do not currently intend to extend the expiration date of the exchange offer.



•

We will exchange all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.



•

You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer.



•

We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.



•

We will not receive any proceeds from the exchange offer. We will pay all expenses incurred by us in connection with the exchange offer and the issuance of the exchange notes.

        All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act of 1933, as amended, or the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

See "Risk Factors" beginning on page 22 of this prospectus for a discussion of certain risks that you should consider before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                    , 2008.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	22
The Exchange Offer	42
The Merger, Acquisitions and Related Financings	49
Use of Proceeds	53
Capitalization	54
Unaudited Pro Forma Condensed Consolidated Financial Information	55
Selected Financial and Operating Data	63
Management's Discussion and Analysis of Financial Condition and Results of Operations	65
Business	99
Management	133
Security Ownership of Certain Beneficial Owners and Management	150
Certain Relationships and Related Party Transactions	152
Description of Certain Indebtedness	153
Description of the Exchange Notes	155
Material U.S. Federal Income Tax Considerations	214
Plan of Distribution	215
Legal Matters	215
Experts	215
Available Information	216
Index to Consolidated Financial Statements	F-1

This prospectus incorporates certain business and financial information about us that is not included in or delivered with this prospectus and this information is available without charge to holders upon written or oral request to Symbion, Inc., 40 Burton Hills Boulevard, Nashville, Tennessee 37215, telephone number (615) 234-5900, Attention: Secretary. In order to obtain timely delivery, holders must request the information no later than                        , 2008 (five business days before the expiration date of the exchange offer).

        In this prospectus, "Symbion," the "Company," "we," "us" or "our" refer to Symbion, Inc. and its subsidiaries, except where the context makes clear that the reference is only to Symbion, Inc. itself and not its subsidiaries, and "Holdings" refers to Symbion Holdings Corporation, the direct parent company of Symbion, Inc.

FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements based on our current expectations, estimates and assumptions about future events. All statements other than statements of current or historical fact contained in this prospectus, including statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. The words "anticipate," "believe," "continue," "estimate," "expect," "intend," "may," "plan," "will," and similar expressions are generally intended to identify forward-looking statements.

        These forward-looking statements involve various risks and uncertainties, some of which are beyond our control. Any or all of our forward-looking statements in this prospectus may turn out to be wrong. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition,

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results of operations, business strategy and financial needs. They can be affected by inaccurate assumptions we might make or by known or unknown risks, uncertainties and assumptions, including the risks, uncertainties and assumptions described under the headings "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business."

        In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this prospectus.

        Our forward-looking statements speak only as of the date made. Other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

INDUSTRY AND MARKET DATA

        Industry and market data used throughout this prospectus were obtained through company research, reports of government agencies, surveys and studies conducted by third parties and industry and general publications. We have not independently verified market and industry data from third-party sources. While we believe internal company surveys are reliable and market definitions are appropriate, neither these surveys nor these definitions have been verified by any independent sources. As a result, you should be aware that market, ranking and other similar industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. Neither we nor the initial purchasers can guarantee the accuracy or completeness of any such information contained in this prospectus.

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PROSPECTUS SUMMARY

The following summary contains information about Symbion and the exchange of exchange notes for outstanding notes. It does not contain all of the information that may be important to you in making a decision to exchange such exchange notes for such outstanding notes. For a more complete understanding of Symbion and the offer to exchange, we urge you to read this entire prospectus carefully, including the "Risk Factors" section and our consolidated financial statements and the notes to those statements. When we refer to "pro forma" financial results or "adjusted" financial results, we mean the financial results of Symbion and its subsidiaries on a consolidated basis as if the transactions described in the pro forma financial statements included in this prospectus, including the merger, acquisitions and the related financings described in "The Merger, Acquisitions and Related Financings" had occurred at the beginning of the relevant time period.

The Exchange Offer

        On June 3, 2008, we completed a private offering of $179,937,000 aggregate principal amount of our 11.00%/11.75% Senior PIK Toggle Notes due 2015. We entered into a registration rights agreement with the initial purchasers in the private offering in which we agreed, among other things, to file the registration statement of which this prospectus forms a part within 180 days of the issuance of the outstanding notes. You are entitled to exchange in this exchange offer your outstanding notes for exchange notes. The exchange notes have been registered under the federal securities laws and have substantially identical terms as the outstanding notes, except for the elimination of certain transfer restrictions and registration rights. You should read the discussion under the headings "The Exchange Offer" and "Description of the Exchange Notes" for further information regarding the exchange notes.

Company Overview

        We own and operate a national network of short stay surgical facilities in 26 states, which includes ambulatory surgery centers and surgical hospitals (collectively, "surgical facilities"). Our surgical facilities primarily provide non-emergency surgical procedures across many specialties including, among others, orthopedics, pain management, gastroenterology and ophthalmology. We own our surgical facilities in partnership with physicians and in some cases health care systems in the markets and communities we serve. We apply a market-based approach in structuring our partnerships, with individual market dynamics during the structure. We believe this approach aligns our interests with those of our partners. We believe that our national scale and our alignment with prominent physicians within our markets provide us with a strong competitive position. Through our surgical facilities, we offer high quality surgical services designed to meet the health care needs of our patients, physicians and payors in an efficient, convenient and cost-effective manner. This value proposition positions us well to take advantage of the continued growth in outpatient surgeries going forward.

        As of June 30, 2008, we owned and operated 59 surgical facilities, including 56 ambulatory surgery centers and three surgical hospitals, and managed eight additional ambulatory surgery centers and two physician networks including one physician network in a market in which we operate an ambulatory surgery center. We own a majority interest in 40 of our 59 owned surgical facilities and consolidate 49 of these facilities for financial reporting purposes. We are reporting two of the 59 owned surgical facilities as discontinued operations. We have an active development pipeline with two surgical facilities currently under development, of which one is scheduled to open during 2008 and one is scheduled to open in 2009.

        Since January 1999, we have acquired 49 surgical facilities and developed 22 surgical facilities, including 12 surgical facilities that we have subsequently divested. We believe our success in expanding our operating platform and improving our operating results can be attributed to the experience of our senior management team. Our senior management team has an average of over 27 years of experience

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in the health care industry having held senior management positions at public and private health care companies.

        Effective September 16, 2002, we reincorporated in Delaware from Tennessee, where we were originally incorporated in January 1996. We were formerly named UniPhy Healthcare, Inc. and originally focused on developing and managing physician networks. In June 1999, we acquired Ambulatory Resource Centres, Inc., an owner and operator of surgery centers, and changed our name to Symbion, Inc. Our executive offices are located at 40 Burton Hills Boulevard, Suite 500, Nashville, Tennessee 37215, and our telephone number is (615) 234-5900. Our website address is www.symbion.com. Information contained on our website does not constitute part of this prospectus.

Surgical Facility Industry

        The outpatient ambulatory surgery market in the United States today is a $13 billion industry that is characterized both by meaningful growth and fragmented competition.

        Ambulatory surgical providers such as Symbion have benefited from both the growth in overall outpatient surgery cases as well as the migration of surgical procedures from the hospital to the ambulatory surgery center setting. According to the Federated Ambulatory Surgery Association ("FASA"), from 1981 to 2005, overall outpatient surgical cases grew at a compound annual growth rate ("CAGR") of 9.0% while ambulatory outpatient cases grew at a more robust CAGR of 16.9%. During this period, surgeries performed in an ambulatory surgery center setting (as opposed to a hospital outpatient setting) increased from 6% to 32% of all surgical cases. At the same time, the development of ambulatory surgery centers has not kept pace with the growth in demand. According to Verispan, L.L.C., an independent health care market research and information firm, from 1983 to 2007, the number of surgical facilities increased at a CAGR of 11%, meaningfully lagging behind the growth in overall procedures. We believe this creates an attractive operating environment for well capitalized surgical providers with scale and a national presence. In addition, with approximately 4,700 Medicare-certified ambulatory surgery centers operating in the United States as of August 2007 according to the Centers for Medicare and Medicaid Services ("CMS"), we believe significant opportunities exist for consolidation in this industry. The five largest national operators of outpatient surgical facilities by number of ambulatory surgery centers represented an aggregate of less than 11% of the total number of ambulatory surgery centers in the United States as of August 2007, according to Verispan, L.L.C. We believe, and our experience suggests, that there are many surgical facility owners that are seeking to affiliate with experienced operators of facilities with access to capital, management expertise and other resources.

        We believe the following factors have contributed to the growth in surgical procedures in the ambulatory surgery center setting:

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Physician and Patient Preference for Surgical Facilities.  Physicians often prefer to operate in surgical facilities, as compared to acute care hospitals, because of the efficiency and convenience surgical facilities afford. Procedures performed at surgical facilities are typically non-emergency, so physicians can schedule their time more efficiently and increase the number of procedures they can perform in a given period. Surgical facilities also provide physicians with more consistent nurse staffing and faster turnaround time between cases, as compared to acute care hospitals. Together with an opportunity to own an equity interest in the surgical facility, these attributes meaningfully increase a physician's productivity, professional success and income potential. Importantly, we also believe patients often prefer surgical facilities because of the comfort of a less institutional setting, the more convenient process for scheduling and registration available in surgical facilities and in many instances a more convenient location than acute care hospitals. As patients increasingly have more input into the delivery of their health

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care, we believe this preference will be a driver of the growth in ambulatory surgery center utilization.



•

Lower Cost Alternative.  Based upon our management's experience in the health care industry, we believe that surgeries performed in surgical facilities are generally less expensive than those performed in acute care hospitals because of lower facility development costs, the focus on non-emergency procedures and more efficient staffing and work flow processes. According to a study conducted for FASA, the cost to the payor of a surgical procedure in an ambulatory surgery center setting in 2003 was approximately 35% less than the cost to the payor of performing the same procedure in a hospital outpatient department setting. We believe payors are attracted to the lower costs available at surgical facilities, as compared to acute care hospitals.



•

Advanced Technology and Improved Anesthesia.  Advancements in medical technology such as lasers, arthroscopy, fiber optics and enhanced endoscopic techniques have reduced the trauma of surgery and the amount of recovery time required by patients following a surgical procedure. Improvements in anesthesia also have shortened the recovery time for many patients and have reduced post-operative side effects such as pain, nausea and drowsiness. These medical advancements have enabled more patients to undergo surgery without an overnight stay and reduced the need for hospitalization following surgery.



•

Expansion in Medicare Reimbursed Procedures.  On July 16, 2007, CMS finalized a rule that expanded the number of procedures that can be performed in an ambulatory surgery center setting by approximately 800 procedures effective January 1, 2008. This rule increased the range of ambulatory surgery center procedures reimbursed by Medicare to include all surgical procedures other than those that pose a significant safety risk or generally require an overnight stay, to a total of approximately 3,400 procedures offered. This will have the effect of expanding the market opportunity with respect to the Medicare population, which is expected to grow significantly as a greater proportion of the population reaches Medicare eligible age.

Our Competitive Strengths

        We believe that we are distinguished by the following competitive advantages:

Flexible approach to structuring partnerships

        We apply a market-based approach in structuring our partnerships, with individual market dynamics driving the structure. Our competitive advantage stems from our willingness to be flexible when we enter a market in the type and structure of the partnership arrangement we execute. We have the flexibility to structure our partnerships as two-way arrangements where either we are a majority owner partnered with physicians or we are a minority owner with the ability generally to subsequently purchase additional equity interest in the partnership ("buy-up rights"). These buy-up rights give us the option to purchase a controlling interest at some point in the future. Alternatively, we may choose to pursue a three-way arrangement with physicians and a health care system partner. Within our owned portfolio of 59 surgical facilities, we consolidate 49 of those facilities and hold a majority position in 40 facilities.

        Our goal is to be flexible in how our partnerships are structured, but disciplined in how they are capitalized. For the majority of our surgical facilities, indebtedness at the partnership level is funded through intercompany loans that we provide. Through these loans, which totaled $39.4 million as of June 30, 2008, we have a secured interest in the partnership's assets. Furthermore, for our non-consolidated surgical facilities we generally provide a guarantee for only our pro-rata share of the partnership's third-party debt. As of June 30, 2008, our guarantee of non-consolidated third-party debt was approximately $2.6 million in total. We expect that the guarantees will decrease in future years as

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the developed surgical facilities open and the guarantees are released as and when the surgical facilities achieve performance milestones. Together, we believe this approach strengthens the credit profile of our corporate-level debt by improving the collateralization of our senior secured indebtedness and limiting the amount of subsidiary third-party indebtedness.

Strong network of physician and strategic relationships

        Our ability to be flexible in structuring our partnerships stems from the strength of our relationships with key physicians and health care systems in our markets. In certain situations we believe that forming a relationship with a health care system can enhance our ability to attract physicians and access managed care contracts for our surgical facilities in that market. As such, over time we have developed, acquired or operated surgical facilities through strategic alliances with health care systems and other health care providers. We currently have strategic relationships with seven health care systems, including Vanderbilt Health Services, Inc. and Baptist Memorial Health Services, Inc.

Broad national footprint and strong reputation with physicians

        Our extensive footprint throughout the United States offers geographic diversity to our operations and an enhanced competitive position. We have a strong presence in states that have restrictions, via the Certificate of Need ("CON") approval process, governing the further development or expansion of surgical facilities (approximately 44% of our surgical facilities are located in CON states). In a highly fragmented industry comprised of many small providers, we believe our scale, our national presence and our reputation represent a distinct competitive advantage, in particular with respect to development opportunities, recognition among physicians, knowledge across markets and purchasing power.

Attractive cash flow profile

        Our business has an attractive and consistent cash flow profile as a result of the stability in our revenues and the modest capital expenditure and working capital requirements of our surgical facilities. The capital expenditure requirements for freestanding surgical centers are typically minimal, with our total maintenance capital expenditures (excluding expansion capital expenditures of existing facilities) historically averaging less than 3.5% of net revenue. All capital expenditures beyond these maintenance requirements are completely at the discretion of management. Because of our payor mix and the elective nature of the procedures we perform, our business has an attractive working capital and bad debt expense profile. In each of the last three years our bad debt expense has been less than 2.0% of revenues, which we believe is considerably lower than other health care providers.

Favorable procedure and payor mix

        We primarily operate multi-specialty facilities, where physicians perform a variety of procedures in specialties including orthopedics, pain management, gastroenterology and ophthalmology among others. We believe this diversification helps to protect us from any adverse pricing and utilization trends in any individual procedure type and results in greater consistency in our procedure volume. We primarily target multi-specialty facilities, although, when appropriate, we will pursue single-specialty opportunities. Within our owned portfolio of 59 surgical facilities, there are 52 multi-specialty facilities, including six facilities focused on spine related procedures. While our overall procedure mix is diversified, we focus on certain procedures due to their attractive average reimbursement rates and growth potential driven by demographics and improving technology. Specifically, we believe orthopedics and pain management present favorable business prospects. Approximately 32% of our cases in 2006, 2007 and for the six months ended June 30, 2008 were orthopedics and pain management related. We also have a very favorable payor mix and receive the majority of our revenues from non-governmental

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payors. The percentage of our revenues from governmental payors was only 19% for the year ended December 31, 2006, 21% for the year ended December 31, 2007 and 22% for the six months ended June 30, 2008.

Experienced management team

        Our senior management team's experience and capabilities provide a strategic advantage in improving the operations of our surgical facilities, attracting physicians and identifying new development and acquisition opportunities. Our senior management team has an average of over 27 years of experience in the health care industry. This includes senior management positions at public and private health care companies. Furthermore, the senior management team together with other Symbion management made a significant commitment to our recent merger, exchanging a portion of their ownership in our company for 3.3% of the outstanding common stock of Symbion Holdings Corporation, our direct parent company. See "The Merger, Acquisitions and Related Financings."

Our Strategy

        We grow and improve the operating performance of our existing surgical facilities and selectively expand our network of surgical facilities in attractive markets throughout the United States by acquiring established surgical facilities and also developing new surgical facilities. We also seek to provide patients with high-quality surgical services across many specialties. The key components of our strategy are to:

•

Identify, attract and retain prominent surgeons and other physicians for our surgical facilities.  We believe that establishing and maintaining strong relationships with surgeons and other physicians is a key factor to our success in acquiring, developing and operating surgical facilities. We identify and partner with surgeons and other physicians that we believe have established reputations for clinical excellence in their communities. We believe we have had success in attracting and retaining the physicians we currently partner with because of our staffing, scheduling and clinical systems which are designed to increase physician productivity, promote physicians' professional success and enhance the quality of patient care. The ownership structure of our surgical facilities further enhances our ability to retain physicians. We also believe that forming relationships with health care systems and other health care providers can enhance our ability to attract physicians and our competitive position within our markets. We currently have strategic relationships with seven health care systems.



•

Increase revenues and profitability of existing surgical facilities through operational focus.  We seek to increase revenues, profitability and return on our invested capital at all of our surgical facilities by focusing on operations. We have a dedicated team that is responsible for implementing best practices, cost controls and increasing overall efficiencies at each of our surgical facilities. Our surgical facilities benefit from the scale of our network by sharing best practices and participating in group purchasing agreements designed to reduce the cost of supplies and equipment. We intend to continue to attract additional physicians and to increase the number, types and acuity of the surgeries performed in our surgical facilities. We also review our managed care contracts to ensure we are operating under the most favorable contracts available to us. In addition, we look to expand our business by adding new product lines. We are committed to enhancing programs and services for our physicians and patients by providing advanced technology, quality care, cost-effective service and convenience.



•

Pursue a disciplined strategy of acquiring and developing surgical facilities.  We seek to capitalize on our management team's experience by selectively acquiring and developing surgical facilities in markets that meet our criteria. Before entering a market, we consider: (1) the prominence and quality of physician partners, (2) specialty mix, (3) opportunities for growth and productivity

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improvement, (4) level of competition in the local market, (5) level of managed care penetration and (6) our ability to access managed care contracts at attractive rates. Our acquisition team seeks to acquire surgical facilities by utilizing its extensive industry contacts, as well as input from current physician partners and other sources, to identify, contact and develop potential acquisition candidates. We have historically targeted majority ownership in our surgical facilities and currently hold majority ownership in 40 of the 59 owned surgical facilities. Majority ownership allows us to make and execute managerial decisions which we believe provides greater opportunity for growth and higher returns. In addition, if the opportunity is attractive to us from a long-term perspective, we have and will continue to acquire and to develop minority owned facilities where we have the ability to subsequently increase our ownership to a majority position through buy-up rights. We opened three surgical facilities in 2007 and three in 2008, and are currently developing two surgical facilities, of which one is scheduled to open in 2008 and one is scheduled to open in 2009.

Recent Developments

        Effective January 1, 2008, we acquired incremental ownership in three of our existing surgical facilities located in California. We acquired an incremental ownership of 10.7% in our two surgical facilities located in Beverly Hills, California for an aggregate of $2.5 million and a 6.4% incremental ownership in our surgical facility located in Encino, California for $2.0 million. Prior to the acquisition, we owned 55.1% and 57.0% of the two Beverly Hills, California surgical facilities and 55.5% of the Encino, California surgical facility. The aggregate purchase price was financed with cash from operations.

        Effective February 21, 2008, we acquired ownership in five surgical facilities specializing in spine, orthopedic and pain management procedures located in Boulder, Colorado; Honolulu, Hawaii; Bristol and Nashville, Tennessee; and Seattle, Washington for an aggregate of $5.8 million of cash plus the assumption of $4.7 million of debt and contingent consideration of up to $3.0 million subject to earn out provisions based on EBITDA for the year ended December 31, 2008. We will record the contingency if and when it becomes distributable, or determinable beyond a reasonable doubt. We acquired an ownership ranging from 20.0% to 50.0% in these surgical facilities. Three of these facilities are consolidated for financial reporting purposes. The aggregate purchase price was financed with cash from operations.

        Effective May 31, 2008, we acquired additional management rights and an incremental ownership in two of our existing surgical facilities located in California for an aggregate of $3.4 million. We acquired an incremental ownership of 16.7% in our surgical facility located in Irvine, California and an incremental ownership of 18.0% in our surgical facility located in Arcadia, California. The aggregate purchase price was financed with cash from operations.

        During the first six months of 2008, we opened three of the five surgical facilities that were under development as of December 31, 2007. We consolidate one of these facilities for financial reporting purposes and account for two as investments under the equity method.

        During the first six months of 2008, we made voluntary principal payments of $11.0 million under our senior secured credit facility.

Our Sponsor

        Crestview is a private equity firm based in New York with over $3.5 billion in assets under management. The firm was established in 2004 by former Goldman, Sachs & Co. partners Thomas S. Murphy, Jr. and Barry S. Volpert. Crestview is backed by a group of sophisticated investors, including many prominent entrepreneurs and institutions. Crestview has a focus on healthcare, media, and financial services, among other industries, and has completed 11 investments to date.

6

The Merger, Acquisitions and Related Financings

        On August 23, 2007, we were acquired by Holdings, which is owned by Crestview and certain affiliated funds managed by Crestview and co-investors, for consideration of approximately $668.7 million, including the refinancing and assumption of debt at closing and payment of accrued interest and related fees and expenses. In this prospectus, the term "merger" refers to the acquisition of Symbion by Holdings. The merger was financed with (1) a $175.0 million bridge credit facility, which was repaid in full and terminated with the net proceeds from the outstanding notes and cash from operations, (2) borrowings under our senior secured credit facility and (3) approximately $245.0 million of proceeds from the sale by Holdings of equity to the funds managed by Crestview Partners GP, L.P. (the "Crestview funds"), The Northwestern Mutual Life Insurance Company and certain other co-investors, and the rollover by certain members of Symbion's management of a portion of their existing equity in Symbion into equity in Holdings. We refer to these transactions as the "related financings." The term "acquisitions" refers to (i) our acquisition on June 30, 2007 of 55.0% of incremental ownership in a surgical facility in Cape Coral, Florida, in which we already owned 10.0%, for $17.0 million, including approximately $1.7 million of assumed debt, (ii) our acquisition on August 24, 2007 of a 52.6% ownership in a surgical facility in Havertown, Pennsylvania, for $4.1 million, (iii) our purchase on December 27, 2007 of additional management rights in three surgical facilities that we own in California for $4.8 million, (iv) our purchase effective January 1, 2008 of 10.7% of incremental ownership in our two surgical facilities located in Beverly Hills, California for an aggregate of $2.5 million and 6.4% of incremental ownership in a surgical facility located in Encino, California for $2.0 million and (v) our acquisition of ownership ranging from 20.0% to 50.0% in five surgical facilities located in Boulder, Colorado; Honolulu, Hawaii; Bristol and Nashville, Tennessee and Seattle, Washington from Neospine, LLC ("Neospine") on February 21, 2008 for $5.8 million, plus assumed debt of $4.7 million and contingent consideration of $3.0 million.

        See "The Merger, Acquisitions and Related Financings."

        The following table sets forth the sources and uses of funds for the merger, acquisitions and related financings.

Sources	(in millions)		Uses	(in millions)
Senior secured credit facility borrowings(1)	$	250.0	Merger consideration(6)	$	490.5
Bridge credit facility borrowings(2)		175.0	Repayment of debt(7)		130.1
Equity contribution(3)		245.0	Fees and expenses(8)		35.1
Assumption of debt(4)		17.7	Assumption of debt(4)		17.7
Existing cash(5)		4.2	Acquisition of Havertown, Pennsylvania surgical facility(9)		4.1
			Acquisition of additional management rights(10)		4.8
			Acquisition of incremental ownership in California(11)		3.8
			Acquisition of five surgical facilities from Neospine(12)		5.8
Total	$	691.9	Total	$	691.9

(1)

On August 23, 2007, we entered into a $350.0 million senior secured credit facility, consisting of a $125.0 million tranche A term loan facility, a $125.0 million tranche B term loan facility and a $100.0 million revolving loan facility. At the effective time of the merger, we borrowed the full

7

amount of the tranche A term loan facility and tranche B term loan facility. We did not borrow under the revolving loan facility to finance the merger.

(2)

On August 23, 2007, we entered into a $175.0 million bridge credit facility which has been repaid in full and terminated with the net proceeds from the outstanding notes and cash from operations.

(3)

Represents amounts invested by Holdings in Symbion consisting of approximately $245.0 million generated from the sale of equity by Holdings to the Crestview funds, The Northwestern Mutual Life Insurance Company and certain other co-investors and approximately $2,000 representing the predecessor basis of the rollover contribution of equity in Symbion by certain members of management. The fair value of this rollover contribution was $8.4 million.

(4)

Represents certain subsidiary level debt and capital leases that remain outstanding following completion of the merger, including approximately $1.7 million of debt of the Cape Coral, Florida, surgical facility and $4.7 million of debt of the Neospine surgical facilities (the acquisition of the Neospine facilities having occurred after the merger) that we began consolidating in our financial results, following our acquisition of incremental ownership in the Cape Coral, Florida, surgical facility and ownership in the Neospine surgical facilities. See "Description of Certain Indebtedness."

(5)

We used cash balances on hand to fund the balance of the acquisitions.

(6)

Represents the payment of $482.5 million for 21,590,991 shares at $22.35 and the payment of $8.0 million for the purchase of outstanding stock options, restricted stock and warrants.

(7)

Includes payment of accrued interest and the repayment of debt issued under our former senior credit facility, a portion of which was used to finance the acquisition of incremental ownership in the Cape Coral, Florida, surgical facility.

(8)

Reflects fees and expenses associated with the merger, acquisitions and related financings, including placement and other financing fees, advisory fees paid to affiliates of Crestview and Northwestern Mutual Life Insurance Company and other transaction costs and professional fees.

(9)

Represents the acquisition of 52.6% ownership in a surgical facility in Havertown, Pennsylvania for $4.1 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions and Developments."

(10)

Represents the acquisition of additional management rights in three surgical facilities that we own in California for $4.8 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions and Developments."

(11)

Represents the purchase of 10.7% of incremental ownership in our two surgical facilities located in Beverly Hills, California for an aggregate of $2.5 million, and 6.4% of incremental ownership in a surgical facility located in Encino, California for $2.0 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions and Developments."

(12)

Represents our acquisition of ownership ranging from 20.0% to 50.0% in five surgical facilities located in Boulder, Colorado; Honolulu, Hawaii; Bristol and Nashville, Tennessee and Seattle, Washington from Neospine for $5.8 million, plus assumed debt of $4.7 million and contingent consideration of $3.0 million subject to earn out provisions based on EBITDA for the year ended December 31, 2008. We will record a liability for the contingency if and when it becomes distributable, or determinable beyond a reasonable doubt. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions and Developments."

8

Our Structure

        The following is a simplified chart of our corporate structure.(1)

(1)

As of June 30, 2008.

(2)

Substantially all of our revenue and EBITDA are generated by these entities.

(3)

Organizational chart simplified for illustrative purposes. Holding companies are structured as 1st and 2nd tier wholly owned subsidiaries.

(4)

Various ownership percentages (majority stake in 40 of 49 consolidated surgical facilities).

(5)

As of June 30, 2008, $237.1 million was outstanding (excluding $100.0 million of additional availability under the revolving credit facility).

(6)

Excludes intercompany indebtedness of $39.4 million and $38.7 million of other liabilities.

9

Summary of the Terms of the Exchange Offer

        On June 3, 2008, we sold $179,937,000 aggregate principal amount of outstanding notes to the initial purchasers. The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The principal amount of the notes increased subsequent to June 3, 2008 as a result of our election to pay interest on the outstanding notes in kind.

        In connection with the sale of the outstanding notes, we and our subsidiary guarantors entered into a registration rights agreement with the initial purchasers of the outstanding notes. Under the terms of that agreement, we each agreed to use commercially reasonable efforts to consummate the exchange offer contemplated by this prospectus.

        If we and the subsidiary guarantors are not able to effect the exchange offer contemplated by this prospectus, we and the subsidiary guarantors will use reasonable best efforts to file and cause to become effective a shelf registration statement relating to the resales of the outstanding notes.

        The following is a brief summary of the material terms of the exchange offer. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the exchange offer, see "The Exchange Offer."

Securities Offered	$184,635,000 in aggregate principal amount of toggle notes. We are also hereby offering to exchange the guarantees of the outstanding notes for guarantees of the exchange notes.
Exchange Offer	The exchange notes are being offered in exchange for a like principal amount of outstanding notes. We will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on                                    , 2008. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. However, each of the outstanding notes may be tendered only in integral multiples of $1,000 in principal amount. The form and terms of each of the exchange notes are the same as the form and terms of each of the outstanding notes except that:
	•	the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer;
	•	each of the exchange notes bear different CUSIP numbers than the applicable outstanding notes; and
	•	the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate on the applicable outstanding notes in some circumstances relating to the timing of the exchange offer.

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Resale	Based on an interpretation by the Staff of the Securities and Exchange Commission, or SEC, set forth in no-action letters issued to third parties, we believe that the exchange notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act provided that:
	•	you are acquiring the exchange notes in the ordinary course of your business;
	•	you have not participated in, do not intend to participate in, and have no arrangement or understanding with any person to participate in the distribution of exchange notes; and
	•	you are not an "affiliate" of Symbion within the meaning of Rule 405 of the Securities Act.
	Each participating broker-dealer that receives exchange notes for its own account during the exchange offer in exchange for outstanding notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Prospectus delivery requirements are discussed in greater detail in the section captioned "Plan of Distribution." Any holder of outstanding notes who:
	•	is an affiliate of Symbion,
	•	does not acquire exchange notes in the ordinary course of its business, or
	•	tenders in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes,
	cannot rely on the aforementioned position of the Staff of the SEC enunciated in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated or similar no-action letters and, in the absence of an exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time on                                                 , 2008 unless we decide to extend the exchange offer. Any outstanding notes not accepted for exchange for any reason will be returned without expense to the tendering holders promptly after expiration or termination of the exchange offer.
Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, some of which may be waived by us.

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Procedures for Tendering Outstanding Notes	If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, in accordance with the instructions contained in this prospectus and in the letter of transmittal. You should then mail or otherwise deliver the letter of transmittal, or facsimile, together with the outstanding notes to be exchanged and any other required documentation, to the exchange agent at the address set forth in this prospectus and in the letter of transmittal. If you hold outstanding notes through the Depository Trust Company, or DTC, and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the applicable letter of transmittal.
	By executing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:
	•	any exchange notes to be received by you will be acquired in the ordinary course of business;
	•	you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of exchange notes in violation of the provisions of the Securities Act;
	•	you are not an "affiliate" (within the meaning of Rule 405 under the Securities Act) of Symbion, or if you are an affiliate, you will comply with any applicable registration and prospectus delivery requirements of the Securities Act; and
	•	if you are a broker-dealer that will receive exchange notes for your own account in exchange for applicable outstanding notes that were acquired as a result of market-making or other trading activities, then you will deliver a prospectus in connection with any resale of such exchange notes.
	See "The Exchange Offer—Procedures for Tendering" and "Plan of Distribution."
Effect of Not Tendering in the Exchange Offer	Any outstanding notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer. Since the outstanding notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon the completion of the exchange offer, we will have no further obligations to register, and we do not currently anticipate that we will register, the outstanding notes not exchanged in this exchange offer under the Securities Act.

12

Special Procedures for Beneficial Owners	If you are a beneficial owner of outstanding notes that are not registered in your name, and you wish to tender outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the applicable letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the applicable letter of transmittal or any other documents required by the applicable letter of transmittal or comply with the applicable procedures under DTC's Automated Tender Offer Program prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under "The Exchange Offer—Guaranteed Delivery Procedures."
Withdrawal Rights	Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.
Material U.S. Federal Income Tax Considerations	The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. Please read the section of this prospectus captioned "Material U.S. Federal Income Tax Considerations" for more information on the tax consequences of the exchange offer. You should consult your own tax advisor to determine the federal, state, local and other tax consequences of an investment in the exchange notes.
Use of Proceeds	We will not receive any cash proceeds from the issuance of exchange notes pursuant to the exchange offer.
Exchange Agent	U.S. Bank National Association, the trustee under the indenture governing the outstanding notes, is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are set forth under the heading "The Exchange Offer—Exchange Agent."

13

Summary Description of the Exchange Notes

The following is a brief summary of some of the terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the terms of the notes, see the "Description of the Exchange Notes" section of this prospectus.

Issuer	Symbion, Inc.
Notes Offered for Exchange	$184,635,000 aggregate principal amount of 11.00%/11.75% Senior PIK Toggle Notes due 2015.
Maturity Date	August 23, 2015.
Interest	For any interest period through August 23, 2011, we may elect to pay interest on the exchange notes, at our option
	•	Entirely in cash;
	•	50% in cash and 50% pay-in-kind; or
	•	entirely pay-in-kind by increasing their principal amount or issuing new notes equal to such pay-in-kind interest for such period.
	Cash interest will accrue at a rate of 11.00% per annum, and PIK interest will accrue at a rate of 11.75% per annum, payable semiannually in arrears on each February 23 and August 23. The initial interest payment on the exchange notes paid on August 23, 2008 was paid in kind. After August 23, 2011, all interest payments on the exchange notes will be payable in cash. If we elect to pay PIK interest, we will increase the principal amount of the exchange notes in an amount equal to the amount of PIK interest for the applicable interest payment period (rounded up to the nearest $1,000 in the case of global notes) to holders of exchange notes on the relevant record date. The exchange notes will bear interest on the increased principal amount thereof from and after the applicable interest payment date on which a payment of PIK interest is made. We must elect the form of interest payment with respect to each interest period no later than the fifth business day prior to the beginning of the applicable interest period. In the absence of such an election or proper notification of such election to the trustee, interest is payable according to the election for the previous interest period.
Guarantee	The exchange notes will be guaranteed, jointly and severally, on an unsecured senior basis by all of our wholly-owned domestic restricted subsidiaries that guarantee our senior secured credit facility. Our non-wholly owned subsidiaries that own and operate our surgical facilities will not be guarantors. See "Description of the Exchange Notes—Subsidiary Guarantees."

14

Ranking	The exchange notes and the guarantees will be our and our subsidiary guarantors' senior obligations and:
	•	will rank equally in right of payment with all of our and our subsidiary guarantors' existing and future senior indebtedness;
	•	will rank senior in right of payment to all of our and our subsidiary guarantors' future subordinated indebtedness;
	•	be effectively subordinated to all of our and our subsidiary guarantors' existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and
	•	be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the notes.
	As of June 30, 2008, we and the guarantors had outstanding approximately $237.1 million of secured indebtedness. In addition, we were also able to borrow up to an additional $100.0 million under our revolving credit facility.
	In addition, as of June 30, 2008, our subsidiaries that will not be guarantors of the exchange notes had approximately $24.0 million of capital leases and other indebtedness, excluding intercompany indebtedness, and $38.7 million of other liabilities outstanding, all of which is structurally senior to our obligations under the notes. Substantially all of our revenues and EBITDA are generated by our non-guarantor subsidiaries.
Mandatory Principal Redemption	If the notes would otherwise constitute "applicable high yield discount obligations" (AHYDO) within the meaning of Section 163(i)(1) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the Code), at the end of the first accrual period ending after the fifth anniversary of the notes' issuance and each accrual period thereafter (each an "AHYDO redemption date"), we will be required to redeem for cash a portion of each note then outstanding equal to the "Mandatory Principal Redemption Amount." Each such redemption will be referred to herein as a "Mandatory Principal Redemption." The redemption price for the portion of each note redeemed pursuant to a Mandatory Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. The "Mandatory Principal Redemption Amount" means with respect to each note, as of each AHYDO redemption date, the portion of a note required to be redeemed to prevent such note from being treated as an "applicable high yield discount obligation" within the meaning of Section 163(i)(1) of the Code. No partial redemption or repurchase of the notes prior to each AHYDO redemption

15

	date pursuant to any other provision of the indenture will alter our obligation to make the Mandatory Principal Redemption with respect to any notes that remain outstanding on each AHYDO redemption date. See "Description of the Exchange Notes—Principal, Maturity and Interest."
Optional Redemption	We may redeem some or all of the notes prior to August 23, 2011 at a price equal to 100% of the principal amount plus accrued and unpaid interest and a "make whole" premium. Thereafter, we may redeem some or all of the notes at the redemption prices set forth herein.
	In addition, we may redeem up to 35% of the aggregate principal amount of the notes before August 23, 2010, with the net proceeds of certain equity offerings by us at a price equal to par plus a premium equal to the interest rate on the notes (assuming interest is paid in cash), together with accrued and unpaid interest, if any, to the redemption date, if at least 65% of the originally issued aggregate principal amount of notes remains outstanding.
	See "Description of the Exchange Notes—Optional Redemption."
Change of Control	Upon the occurrence of certain change of control events you will have the right, as a holder of the notes, to require us to purchase some or all of your notes at 101% of the principal amount, plus accrued and unpaid interest. For more details, see the section "Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control."
Certain Covenants	The indenture contains covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to:
	•	incur additional indebtedness;
	•	make certain distributions, investments and other restricted payments;
	•	dispose of our assets;
	•	grant liens on our assets;
	•	limit the ability of restricted subsidiaries to make payments to us;
	•	engage in transactions with affiliates; and
	•	merge or consolidate or transfer substantially all of our assets.
	These covenants are subject to a number of important exceptions and qualifications. For more details, see the section "Description of the Exchange Notes—Certain Covenants."

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No Prior Market	The notes will be new securities for which there is currently no market. Although the initial purchasers have informed us that they intend to make a market in the notes, they are not obligated to do so and they may discontinue market making activities at any time without notice. Accordingly, we cannot assure you that a liquid market for the notes will develop or be maintained.
Risk Factors	See "Risk Factors" and the other information in this prospectus for a discussion of factors you should carefully consider before deciding to participate in the exchange offer.

17

Ratios of Earnings to Fixed Charges

        For the purpose of calculating the ratio of earnings to fixed charges, earnings are defined as earnings (loss) from continuing operations before income taxes, plus fixed charges, excluding capitalized interest, plus amortization of capitalized interest. Fixed charges are defined as interest expensed and capitalized, plus amortization of premiums, discounts and capitalized expenses related to indebtedness, plus an estimate of the interest within rental expense.

	Predecessor
																	Pro Forma Six Months Ended June 30, 2008
	Year Ended December 31,												Six Months Ended June 30, 2008		Pro Forma Year Ended December 31, 2007
									January 1 to August 23, 2007		August 24 to December 31, 2007
	2003		2004		2005		2006
Ratio of Earnings to Fixed Charges		4.82		3.23		9.45		7.91		3.83		1.26		1.54
Pro Forma(1)																1.89		1.27
Supplemental Pro Forma(2)																1.32		1.37

(1)

To give effect to the increase in interest expense due to this exchange offer.

(2)

To give effect to the merger, acquisitions, and related financings and the original note offering as described in the notes to the unaudited pro forma consolidated financial information.

18

Summary Financial and Operating Data

        The following table includes a summary of our historical and other consolidated financial and operating data on a historical and pro forma basis. The summary historical financial data is derived from our audited consolidated financial statements and the notes to those statements, which are included elsewhere in this prospectus. The pro forma financial information is derived from the unaudited pro forma financial statements included elsewhere in this prospectus. Predecessor financial data reflects historical financial data of Symbion, Inc. prior to the merger. You should read the information contained in this table in conjunction with "Selected Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Unaudited Pro Forma Condensed Consolidated Financial Information" and our consolidated financial statements and the notes to those statements included elsewhere in this prospectus.

	Predecessor
																									Pro Forma Six Months Ended June 30, 2008 (unaudited)
	Year Ended December 31,						Six Months Ended June 30, 2007 (unaudited)												Six Months Ended June 30, 2008 (unaudited)			Pro Forma Year Ended December 31, 2007 (unaudited)
										January 1, 2007 to August 23, 2007			August 24, 2007 to December 31, 2007			Year Ended December 31, 2007 (combined)(1)
	2005			2006
	(dollars in thousands)												(dollars in thousands)
Statement of Operations Data:
Revenues	$	241,877		$	285,387		$	153,890		$	197,665		$	106,640		$	304,305		$	163,614		$	319,673		$	164,794
Cost of revenues		148,214			181,950			101,954			132,841			73,811			206,652			110,391			215,517			111,016
General and administrative expense		21,993			24,407			12,022			23,961			7,912			31,873			12,639			22,713			12,639
Depreciation and amortization		11,575			11,913			6,001			7,920			4,732			12,652			7,222			14,045			7,377
Provision for doubtful accounts		3,827			3,952			2,195			2,691			1,758			4,449			1,176			4,937			1,208
(Income) loss on equity investments		(1,273	)		(2,423	)		(199	)		5			(21	)		(16	)		(701	)		1,021			(661	)
Impairment and loss on disposal of long-lived assets.		1,541			1,162			245			319			53			372			473			372			473
Gain on sale of long-lived assets		(1,785	)		(1,808	)		(506	)		(596	)		(319	)		(915	)		(668	)		(915	)		(668	)
Proceeds from insurance settlement, net		—			(410	)		(161	)		(161	)		—			(161	)		—			(161	)		—
Proceeds from litigation settlement, net		—			(588	)		—			—			—			—			—			—			—
Merger transaction expenses		—			—			1,650			7,522			—			7,522			—			—			—
Total operating expenses		184,092			218,155			123,201			174,502			87,926			262,428			130,532			257,529			131,384
Operating income		57,785			67,232			30,689			23,163			18,714			41,877			33,082			62,144			33,410
Minority interests in income of consolidated subsidiaries		(24,952	)		(28,294	)		(12,753	)		(15,656	)		(7,685	)		(23,341	)		(12,845	)		(23,675	)		(12,813	)
Interest expense, net		(4,884	)		(7,108	)		(3,926	)		(5,228	)		(14,763	)		(19,991	)		(21,204	)		(45,964	)		(23,688	)
Income (loss) before income taxes and discontinued operations		27,949			31,830			14,010			2,279			(3,734	)		(1,455	)		(967	)		(7,495	)		(3,091	)
Provision (benefit) for income taxes		10,428			12,254			5,663			4,016			(776	)		3,240			118			1,105			(721	)
Income (loss) from continuing operations		17,521			19,576			8,347			(1,737	)		(2,958	)		(4,695	)		(1,085	)		(8,600	)		(2,370	)
Gain (loss) from discontinued operations, net of taxes		1,534			(783	)		(374	)		(438	)		(269	)		(707	)		(2,005	)		(707	)		(2,005	)
Net income (loss)		19,055			18,793			7,973			(2,175	)		(3,227	)		(5,402	)		(3,090	)		(9,307	)		(4,375	)

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	Predecessor
																	Pro Forma Six Months Ended June 30, 2008 (unaudited)
	Year Ended December 31,				Six Months Ended June 30, 2007 (unaudited)								Six Months Ended June 30, 2008 (unaudited)		Pro Forma Year Ended December 31, 2007 (unaudited)
							January 1, 2007 to August 23, 2007		August 24, 2007 to December 31, 2007		Year Ended December 31, 2007 (combined)(1)
	2005		2006
	(dollars in thousands)								(dollars in thousands)
Other Data:
EBITDA(2)	$	44,408	$	50,851	$	23,937	$	15,427	$	15,761	$	31,188	$	27,459	$	52,514	$	27,974
Net cash provided by operating activities—continuing operations	$	40,121	$	30,901	$	14,459	$	15,249	$	13,182	$	28,431	$	21,543
Cases		183,351		210,346		110,240						223,539		116,105
Consolidated surgical facilities(3)		40		41		41						43		47
Equity method surgical facilities		7		6		6						7		10
Surgical facilities managed but not owned as of the end of period(4)		9		9		9						8		8
Total surgical facilities as of the end of period(5)		56		56		56						58		65

	As of June 30, 2008 (unaudited)
	(dollars in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	39,316
Working capital(6)		58,004
Total assets		771,957
Total long-term debt, less current maturities		433,891
Total stockholders' equity		231,623

(1)

The combined column includes the statement of operations of the Predecessor for the period January 1, 2007 to August 23, 2007 and the statement of operations of Symbion, Inc., the "Successor," for the period August 24, 2007 to December 31, 2007. The Predecessor and Successor have different bases of accounting and accordingly, the presentation of the combined statement of operations of the Predecessor and the Successor is not in accordance with generally accepted accounting principles.

(2)

When we use the term "EBITDA," we are referring to income (loss) from continuing operations plus (a) income tax expense (benefit), (b) interest expense, net and (c) depreciation and amortization.

We use EBITDA as a measure of liquidity. We have included it because we believe that it provides investors with additional information about our performance as well as our ability to incur and service debt and make capital expenditures. We will also use EBITDA, with some variation in the calculation, to determine our compliance with some of the covenants under our senior secured credit facility and under the notes offered hereby, as well as to determine the interest rate and commitment fee payable under the senior secured credit facility.

EBITDA is not a measurement of financial performance or liquidity under generally accepted accounting principles. It should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating, investing or financing activities, or any other measure calculated in accordance with generally accepted accounting principles. The items excluded from EBITDA are significant components in understanding and evaluating financial performance and liquidity. Our calculation of these measures may not be comparable to similarly titled measures reported by other companies.

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The following table reconciles EBITDA to net income (loss):

		Predecessor
																								Pro Forma Six Months Ended June 30, 2008 (unaudited)
		Year Ended December 31,					Six Months Ended June 30, 2007 (unaudited)											Six Months Ended June 30, 2008 (unaudited)			Pro Forma Year Ended December 31, 2007 (unaudited)
									January 1, 2007 to August 23, 2007			August 24, 2007 to December 31, 2007			Year Ended December 31, 2007 (combined)(1)
		2005			2006
		(dollars in thousands)										(dollars in thousands)
Net income (loss)		$	19,055		$	18,793	$	7,973	$	(2,175	)	$	(3,227	)	$	(5,402	)	$	(3,090	)	$	(9,307	)	$	(4,375	)
	Depreciation and amortization		11,575			11,913		6,001		7,920			4,732			12,652			7,222			14,045			7,377
	Interest expense, net		4,884			7,108		3,926		5,228			14,763			19,991			21,204			45,964			23,688
	Income taxes (benefit)		10,428			12,254		5,663		4,016			(776	)		3,240			118			1,105			(721	)
	(Income) loss from discontinued operations, net of taxes		(1,534	)		783		374		438			269			707			2,005			707			2,005
EBITDA		$	44,408		$	50,851	$	23,937	$	15,427		$	15,761		$	31,188		$	27,459		$	52,514		$	27,974

(3)

Represents consolidated surgical facilities from continuing operations.

(4)

Represents surgical facilities that we manage but in which we do not have ownership.

(5)

Includes surgical facilities reported as continuing operations and surgical facilities that we manage but do not have ownership.

(6)

Current assets less current liabilities.

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RISK FACTORS

In addition to the other matters described in this prospectus, you should carefully consider the following risk factors before making an investment in the exchange notes. The risks set out below are not the only risks we face. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your investment.

Risks Related to Our Debt

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under the exchange notes.

        We incurred a significant amount of indebtedness in connection with the merger. As of June 30, 2008, we had (a) total indebtedness of approximately $441.7 million and (b) approximately $100.0 million of revolving credit borrowings available under our senior secured credit facility, subject to customary conditions. In addition, subject to the restrictions in our senior secured credit facility and the indenture, we may incur significant additional indebtedness, which may be secured, from time to time.

        The level of our indebtedness could have important consequences, including:

•

making it more difficult for us to make payments on the exchange notes;



•

limiting cash flow available for general corporate purposes, including capital expenditures and acquisitions, because a substantial portion of our cash flow from operations must be dedicated to servicing our debt;



•

limiting our ability to obtain additional debt financing in the future for working capital, capital expenditures or acquisitions;



•

limiting our flexibility in reacting to competitive and other changes in our industry and economic conditions generally; and



•

exposing us to risks inherent in interest rate fluctuations because some of our borrowings will be at variable rates of interest, which could result in higher interest expense in the event of increases in interest rates.

        Our ability to pay or to refinance our indebtedness, including the exchange notes, will depend upon our future operating performance, which will be affected by general economic, financial, competitive, legislative, regulatory, business and other factors beyond our control.

        We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated revenue growth and operating improvements will be realized or that future borrowings will be available to us under our senior secured credit facility in amounts sufficient to enable us to pay our indebtedness, including the exchange notes, or to fund our other liquidity needs. We expect we will need to incur additional debt to fund development activities. In 2008, in order to preserve cash to fund potential buy-ups, developments and acquisitions, we elected to pay interest on our bridge loan and the notes in kind. We may also choose to do so in the future with respect to the exchange notes offered hereby and with respect to the amounts, if any, outstanding under our bridge credit facility following this offering. If we are unable to meet our debt service obligations or fund our other liquidity needs, we could attempt to restructure or refinance our indebtedness or seek additional equity capital. We cannot assure you that we will be able to accomplish those actions on satisfactory terms, if at all.

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Restrictive covenants in our debt instruments may adversely affect us.

        The indenture governing the exchange notes contains various covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to:

•

incur additional indebtedness;



•

make certain distributions, investments and other restricted payments;



•

dispose of our assets;



•

grant liens on our assets;



•

limit the ability of restricted subsidiaries to make payments to us;



•

engage in transactions with affiliates; and



•

merge or consolidate or transfer substantially all of our assets.

        In addition, our senior secured credit facility contains other and more restrictive covenants, including requiring us to maintain specified financial ratios when we have outstanding revolver balances and satisfy other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will continue to meet those tests. A breach of any of these covenants could result in a default under our senior secured credit facility and/or the exchange notes. Upon the occurrence of an event of default under our senior secured credit facility, the lenders could elect to declare all amounts outstanding under our senior secured credit facility to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness. We have pledged substantially all of our assets, other than assets of our non-guarantor subsidiaries, as security under our senior secured credit facility. If the lenders under our senior secured credit facility accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay our senior secured credit facility and our other indebtedness, including the exchange notes.

Risks Related to the Exchange Notes

The exchange notes and the guarantees will be effectively subordinated to secured debt.

        The exchange notes and the guarantees are effectively subordinated to our secured debt to the extent of the value of the assets securing that debt. In the case of our bankruptcy or liquidation, those assets will not become available to the holders of exchange notes until the debt they secure is repaid in full. As of June 30, 2008, we and the guarantors had approximately $237.1 million of secured debt (excluding $600,000 of capital leases). In addition, we may incur additional secured debt (including borrowings of up to an additional $100.0 million under our revolving credit facility), subject to the limitations contained in the indenture and our other debt instruments.

The exchange notes will be structurally junior to indebtedness and other liabilities of our non-guarantor subsidiaries.

        The exchange notes will be structurally subordinated to all of the liabilities of our subsidiaries that do not guarantee the exchange notes, which include most of the entities that own our surgical facilities. In the event of a bankruptcy, liquidation or dissolution of any of our non-guarantor subsidiaries, holders of their debt, including their trade creditors, secured creditors and creditors holding indebtedness or guarantees issued by those subsidiaries, will generally be entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us. Although the indenture governing the exchange notes contains limitations on the incurrence of additional indebtedness by us and our restricted subsidiaries, such limitations are subject to a number

23

of significant exceptions. Moreover, the indenture governing the exchange notes does not impose any limitation on the incurrence by our restricted subsidiaries of liabilities that do not constitute indebtedness under the indenture. Substantially all of our revenues and EBITDA are generated by our non-guarantor subsidiaries. As of June 30, 2008, our non-guarantor subsidiaries had approximately $24.0 million of capital leases and other indebtedness, and $38.7 million of other liabilities outstanding, all of which is structurally senior to our obligations under the exchange notes.

We may be unable to purchase the exchange notes upon a change of control.

        Upon the occurrence of "change of control" events specified in "Description of the Exchange Notes," you may require us to purchase your exchange notes at 101% of their principal amount, plus accrued interest. The terms of our senior secured credit facility provide that such event is an event of default under the senior secured credit facility and could result in the acceleration of our indebtedness under the senior secured credit facility. Any of our future debt agreements may contain similar restrictions and provisions.

        We cannot assure you that we will have the financial resources to purchase your exchange notes, to the extent that a change of control event triggers a similar repurchase requirement for, or results in the acceleration of, other indebtedness.

Fraudulent transfer statutes may limit your rights as a noteholder.

        Federal and state fraudulent transfer laws permit a court, if it makes certain findings, to:

•

avoid all or a portion of our obligations to you;



•

subordinate our obligations to you to our other existing and future indebtedness, entitling other creditors to be paid in full before any payment is made on the exchange notes; and



•

take other action detrimental to you, including invalidating the exchange notes.

        In that event, we cannot assure you that you would ever be repaid.

        Under federal and state fraudulent transfer laws, in order to take any of those actions, courts will typically need to find that, at the time the exchange notes were issued, we:

(1)

issued the exchange notes with the intent of hindering, delaying or defrauding current or future creditors; or



(2)

received less than fair consideration or reasonably equivalent value for incurring the indebtedness represented by the exchange notes; and



(a)

were insolvent or were rendered insolvent by reason of the issuance of the exchange notes;



(b)

were engaged, or about to engage, in a business or transaction for which our assets were unreasonably small; or



(c)

intended to incur, or believed or should have believed we would incur, debts beyond our ability to pay as such debts mature.

        Many of the foregoing terms are defined in or interpreted under those fraudulent transfer statutes. To the extent that proceeds from the sale of the exchange notes are used to refinance debt incurred to make payments to our former stockholders, a court could find that we did not receive fair consideration or reasonably equivalent value for the incurrence of the debt represented by the exchange notes.

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        Different jurisdictions define "insolvency" differently. However, we generally would be considered insolvent at the time we issued the exchange notes if (1) our liabilities exceeded our assets, at a fair valuation, or (2) the present saleable value of our assets is less than the amount required to pay our total existing debts and liabilities (including the probable liability related to contingent liabilities) as they become absolute or matured. We cannot assure you as to what standard a court would apply in order to determine whether we were "insolvent" as of the date the exchange notes were issued, and we cannot assure you that, regardless of the method of valuation, a court would not determine that we were insolvent on that date. Nor can we assure you that a court would not determine, regardless of whether we were insolvent on the date the exchange notes were issued, that the payments constituted fraudulent transfers on another ground.

        Our obligations under the exchange notes will be guaranteed by all of our existing wholly-owned domestic restricted subsidiaries, and the guarantees may also be subject to review under various laws for the protection of creditors. It is possible that creditors of the guarantors may challenge the guarantees as a fraudulent transfer or conveyance. The analysis set forth above would generally apply, except that the guarantees could also be subject to the claim that, because the guarantees were incurred for the benefit of Symbion, and only indirectly for the benefit of the guarantors, the obligations of the guarantors thereunder were incurred for less than reasonably equivalent value or fair consideration. A court could void a guarantor's obligation under its guarantee, subordinate the guarantee to the other indebtedness of a guarantor, direct that holders of the exchange notes return any amounts paid under a guarantee to the relevant guarantor or to a fund for the benefit of its creditors, or take other action detrimental to the holders of the exchange notes. In addition, the liability of each guarantor under the indenture will be limited to the amount that will result in its guarantee not constituting a fraudulent conveyance or improper corporate distribution, and there can be no assurance as to what standard a court would apply in making a determination as to what would be the maximum liability of each guarantor.

You may have difficulty selling the outstanding notes that you do not exchange.

        If you do not exchange your outstanding notes for the exchange notes offered in this exchange offer, then you will continue to be subject to the restrictions on the transfer of your outstanding notes. Those transfer restrictions are described in the indenture governing the notes and in the legend contained on the outstanding notes, and arose because we originally issued the outstanding notes under exemptions from, and in transactions not subject to, the registration requirements of the Securities Act.

        In general, you may offer or sell your outstanding notes only if they are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from those requirements. After the consummation of the exchange offer, we do not intend to register any remaining outstanding notes under the Securities Act.

        If a large number of outstanding notes are exchanged for exchange notes in the exchange offer, then it may be more difficult for you to sell your unexchanged outstanding notes. Additionally, if you do not exchange your outstanding notes in the exchange offer, then you will no longer be entitled to have those notes registered under the Securities Act.

No public market exists for the notes, and the offering and resale of the notes are subject to significant legal restrictions as well as uncertainties regarding the liquidity of the trading market for the notes.

        The exchange notes are a new issue of securities with no established trading market. We do not intend to list the exchange notes for trading on any stock exchange or arrange for any quotation system to quote prices for them. The initial purchasers have informed us that they intend to make a market in the notes after this exchange offer is completed. The initial purchasers are not obligated to do so,

25

however, and may cease market-making activities at any time. As a result, we cannot assure you that an active trading market will develop or continue for the notes.

Risks Related to Our Business and Industry

We depend on payments from third-party payors, including government health care programs and managed care organizations. If these payments are reduced or eliminated, our revenues and profitability could be adversely affected.

        We are dependent upon private and governmental third-party sources of payment for the services provided to patients in our surgical facilities and the physician networks we manage. The amount that our surgical facilities and physician networks receive in payment for their services may be adversely affected by market and cost factors as well as other factors over which we have no control, including Medicare, Medicaid and state regulations and the cost containment and utilization decisions and reduced reimbursement schedules of third-party payors. For the six months ended June 30, 2007 and 2008 and the years ended December 31, 2006 and 2007, payments from government payors represented about 21%, 22%, 19% and 21%, respectively, of our patient service revenues from surgical facilities that we consolidate for financial reporting purposes.

        Medicare's system of paying for covered procedures performed in a surgery center has been the subject of recent Congressional and administrative agency action. On July 16, 2007, CMS issued a final rule that bases the Medicare program's ambulatory surgery center reimbursement methodology on Medicare's hospital outpatient department payment system. Under the final rule, beginning in 2010, the ambulatory surgery center payment rate conversion factor would be updated by the rate of increase in the consumer price index for urban consumers. The final rule expanded the list of approved ambulatory surgery center procedures effective January 1, 2008 to include all surgical procedures other than those that pose a significant safety risk or generally require an overnight stay, to a total of approximately 3,400 procedures offered. However, for surgical procedures that are added to the approved ambulatory surgical center procedure list on or after January 1, 2008 that are commonly performed in physician offices, the final rule limits ambulatory surgery center payments to the lesser of the non-facility practice expense payment under the Medicare physician fee schedule and the new ambulatory surgery center payment rates for those procedures. On November 1, 2007, CMS released a final rule establishing the ambulatory surgery center payment rates and the ambulatory surgery center list of payable procedures utilizing the ambulatory surgery center Medicare payment system announced in the July rule. For services provided in calendar year 2008, ambulatory surgery centers generally will be paid approximately 65% of the applicable hospital outpatient prospective payment system rates. The new ambulatory surgery center payment rates will be phased in over a four year period and apply to services provided on or after January 1, 2008. Newly approved procedures are not subject to the phase-in and are paid at the 2008 rate. See "Business—Reimbursement."

        On August 31, 2007, CMS proposed changes to the ambulatory surgery center conditions for coverage. The proposed rule defines ambulatory surgery centers as providing services not requiring an "overnight stay," which is defined as a stay exceeding 11:59 p.m. on the day of surgery. Among other changes, the proposed rule contains additional detail on the quality assurance and performance improvement programs ambulatory surgery centers are required to have. We intend for our surgical facilities to comply with the Medicare requirements and certain changes to surgical facility operations may be required to assure compliance with these conditions if they are adopted as proposed. However, we cannot provide assurance that CMS will adopt these changes as proposed or that additional operational changes will not be required in response to future revisions.

        New rules governing Medicare payments to our facilities licensed as surgical hospitals have also been adopted recently. On August 2, 2007, CMS issued a final rule that, beginning in fiscal year 2008, replaces the hospital Inpatient Prospective Payment System's ("IPPS's") existing 538 diagnosis related

26

groups ("DRGs") with 745 Medicare Severity DRGs that are intended to better recognize each patient's severity of illness. The new Medicare Severity DRGs are expected to increase payments to hospitals that treat more severely ill and costlier patients and decrease payments to hospitals that generally treat less severely ill persons. On July 31, 2008, CMS released the final 2009 IPPS rule. In addition to providing for a 3.6% increase in reimbursement rates, the final rule revises the requirements relating to disclosure to patients of physician ownership and investment interests in hospitals and contains other revisions to the physician self-referral requirements with which the hospitals must comply.

        While difficult to predict, the ultimate impact of the changes on our centers' performance will depend on a number of different factors, including, but not limited to, (i) the annual payment rates, which are subject to annual recalculation, and (ii) each center's case mix and ability to realize increased volume as the list of approved ambulatory surgery center procedures is expanded. If the annual payment rate recalculations result in a further decrease in ambulatory surgery center payment rates for procedures performed in our centers, our revenues and profitability could be materially adversely affected. In addition, legislation has and will likely continue to be introduced in Congress to further adjust the new ambulatory surgery center payment system and refine Medicare's reimbursement policies. We cannot predict the potential scope and impact of any future legislative or regulatory changes.

If we are unable to negotiate contracts or maintain satisfactory relationships with private third-party payors, our revenues and operating income will decrease.

        Payments from private third-party payors (including state workers' compensation programs) represented about 79% and 78% of our patient service revenues as of June 30, 2007 and 2008, respectively. Most of these payments came from third-party payors with which our centers have contracts. Managed care companies such as health maintenance organizations ("HMOs") and preferred provider organizations ("PPOs"), which offer prepaid and discounted medical service packages, represent a growing segment of private third-party payors. If we fail to enter into favorable contracts and maintain satisfactory relationships with managed care organizations, our revenues may decrease. Cost containment measures, such as fixed fee schedules, capitation payment arrangements, reductions in reimbursement schedules by third-party payors and closed provider networks, could also cause a reduction of our revenues in the future. In addition, if one payor acquires or merges with another payor, the terms of the less favorable contract with one payor may be applied to a provider that has contracts with both payors. This occurred in Missouri in 2007. When consolidating, payors also may experience integration issues including difficulties in adjudicating claims properly and submitting timely payments. We have specifically experienced this trend at our California surgical facilities. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview—Operating Trends."

        Some of our payments from third-party payors in the past year came from third-party payors with which our surgical facilities did not have a contract. In those cases, commonly known as "out-of-network" services, we generally charge the patients the same co-payment or other patient responsibility amounts that we would have charged had our center had a contract with the payor. We also submit a claim for the services to the payor along with full disclosure that our surgical facility has charged the patient an in-network patient responsibility amount. Historically, those third-party payors who do not have contracts with our surgical facilities, have typically paid our claims at higher than comparable contracted rates. However, there is a growing trend for third-party payors to adopt out-of-network fee schedules that are more comparable to our contracted rates, or to take other steps to discourage their enrollees from seeking treatment at out-of-network surgical facilities. In these cases, we seek to enter into contracts with the payors. In certain situations, we have seen an increase in the volume of cases in those instances where we transition from out-of-network to in-network billing,

27

although we may experience an overall decrease in revenues to the surgical facility. In California, Missouri and Texas in 2007, volume did not increase enough to offset the price decreases from transitioning to in-network billing in these states and in late 2007 we cancelled our contracts with certain payors in California and Missouri. We can provide no assurance that we will see a sufficient increase in volume of cases to compensate for the decrease in per case revenues where we transition from out-of-network to in-network billing.

        In 2007 and 2008, the Office of the New York State Comptroller conducted a series of audits of claims submitted to the New York State Health Insurance Program (NYSHIP) Empire Plan for services provided on an out-of-network basis to plan members at various ambulatory surgery centers, including the surgical facility to which we provide administrative services in Lynbrook, New York. In a report dated April 24, 2008 containing the results of the audit of our surgical facility in Lynbrook, New York for the period January 1, 2001 through November 30, 2007, the State claims that it overpaid our surgical facility by $1.0 million for out-of-network claims during the audit period. Although we strongly disagree with the State's claim that it was improperly billed for services provided to out-of-network plan members, there can be no assurance that we will be successful in defending the State's actions to recover payments. Even if the surgical facility in Lynbrook, New York is successful in defending such actions, the Comptroller's focus on out-of-network providers will likely cause NYSHIP, the Empire Plan and other third-party payors to be less willing to allow their insureds to receive treatment from out-of-network providers. We are currently negotiating a participating provider agreement with the Empire Plan. There can be no assurance that an acceptable provider agreement can be entered into, but the surgical facility expects that if it becomes a participating provider in the Empire Plan, the surgical facility's revenues from services provided to plan members would be reduced substantially from approximately $3.0 million to $750,000 per year. As a result, our operations in New York may become less profitable. If we make substantial changes to out-of-network billing practices with respect to other payors in New York or elsewhere as a result of the actions in New York or otherwise, it could have a material adverse effect on our surgical facilities' financial condition and results of operations.

        Payments from workers' compensation payors represented approximately 12% of our patient service revenues as of June 30, 2007 and 2008. Traditionally, workers' compensation payors have paid surgical facilities a percentage of the surgical facilities' charges. Several states have recently implemented workers' compensation provider fee schedules, and other states have considered or have begun the process of developing a state workers' compensation fee schedule for providers. In some cases, the fee schedule rates contain lower rates than the rates our surgical facilities have historically been paid for the same services. If the trend of states adopting lower workers' compensation fee schedules continues, it could have a material adverse effect on our surgical facilities' financial condition and results of operations.

Our growth strategy depends in part on our ability to acquire and develop additional surgical facilities on favorable terms. If we are unable to do so, our future growth could be limited and our operating results could be adversely affected.

        Our strategy is to increase our revenues and earnings by continuing to focus on existing surgical facilities and continuing to acquire and develop additional surgical facilities. Since January 1999, we have acquired 49 surgical facilities and developed 22 surgical facilities, including 12 surgical facilities that we subsequently divested. We may be unable to identify suitable acquisition and development opportunities and to negotiate and complete acquisitions and new projects on favorable terms. In addition, our acquisition and development program requires substantial capital resources, and we may need to obtain additional capital or financing, from time to time, to fund these activities. As a result, we may take actions that could have a materially adverse effect on our financial condition and results of operations, including incurring substantial debt. Sufficient financing may not be available to us on satisfactory terms, if at all.

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We may encounter numerous business risks in acquiring and developing additional surgical facilities, and may have difficulty operating and integrating those surgical facilities.

        If we acquire or develop additional surgical facilities, we may be unable to successfully operate the surgical facilities, and we may experience difficulty in integrating their operations and personnel. For example, in some acquisitions, we have experienced delays in implementing standard operating procedures and systems and improving existing managed care agreements and the mix of specialties offered at the surgical facilities. Following the acquisition of a surgical facility, key physicians may cease to use the facility or we may be unable to retain key management personnel. If we acquire the assets of a surgical facility rather than ownership in the entity that owns the surgical facility, we may be unable to assume the surgical facility's existing managed care contracts and may have to renegotiate, or risk losing, one or more of the surgical facility managed care contracts. We may also be unable to collect the accounts receivable of an acquired surgical facility. We may also experience negative effects on our reported results of operations because of acquisition-related charges and potential impairment of goodwill and other intangibles.

        In addition, we may acquire surgical facilities with unknown or contingent liabilities, including liabilities for failure to comply with health care laws and regulations. Although we maintain professional and general liability insurance, we do not currently maintain insurance specifically covering any unknown or contingent liabilities that may have occurred prior to the acquisition of companies and surgical facilities. In some cases, our right to indemnification for these liabilities may be subject to negotiated limits.

        In developing new surgical facilities, we may be unable to attract physicians to use our facilities or contract with third-party payors. In addition, our newly developed surgical facilities typically incur net losses during the initial periods of operation and, unless and until their case loads grow, they generally experience lower total revenues and operating margins than established surgical facilities. Integrating a new surgical facility could be expensive and time consuming, and could disrupt our ongoing business and distract our management and other key personnel. If we are unable to timely and efficiently integrate an acquired or newly-developed facility our business could suffer.

Efforts to regulate the construction, acquisition or expansion of health care facilities could prevent us from acquiring additional surgical facilities, renovating our existing facilities or expanding the breadth of services we offer.

        Some states require prior approval for the construction, acquisition or expansion of health care facilities or expansion of the services the facilities offer. In giving approval, these states consider the need for additional or expanded health care facilities or services, as well as the financial resources and operational experience of the potential new owners of existing health care facilities. In many of the states in which we currently operate, certificates of need must be obtained for capital expenditures exceeding a prescribed amount, changes in capacity or services offered and various other matters. The remaining states in which we now or may in the future operate may adopt similar legislation. Our costs of obtaining a certificate of need could be significant, and we cannot assure you that we will be able to obtain the certificates of need or other required approvals for additional or expanded surgical facilities or services in the future. In addition, at the time we acquire a surgical facility, we may agree to replace or expand the acquired facility. If we are unable to obtain required approvals, we may not be able to acquire additional surgical facilities, expand health care services we provide at these facilities or replace or expand acquired facilities.

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If we fail to maintain good relationships with the physicians who use our surgical facilities, our revenues and profitability could be adversely affected.

        Our business depends upon the efforts and success of the physicians who provide medical services at our surgical facilities and the strength of our relationships with these physicians. These physicians are not employees of our surgical facilities and are not contractually required to use our facilities. We generally do not enter into contracts with physicians who use our surgical facilities, other than partnership and operating agreements with physicians who own interests in our surgical facilities, provider agreements with anesthesiology groups that provide anesthesiology services in our surgical facilities, medical director agreements and pain clinic agreements. Physicians who use our surgical facilities also use other facilities or hospitals and may choose to perform procedures in an office-based setting that might otherwise be performed at our surgical facilities. In recent years, pain management and gastrointestinal procedures have been performed increasingly in an office-based setting. Although physicians who own an interest in our surgical facilities are subject to agreements restricting ownership of competing facilities, these agreements may not restrict procedures performed in a physician office or in other unrelated facilities. Also, these agreements restricting ownership of competing facilities are difficult to enforce, and we may be unsuccessful in preventing physicians who own an interest in our surgical facilities from acquiring an interest in a competing facility.

        In addition, the physicians who use our surgical facilities may choose not to accept patients who pay for services through certain third-party payors, which could reduce our revenues. From time to time, we may have disputes with physicians who use our surgical facilities and/or own interests in our surgical facilities or our company. Our revenues and profitability could be significantly reduced if we lost our relationship with one or more key physicians or groups of physicians or if a key physician or group ceased or reduced his, her or its use of our surgical facilities. In addition, any damage to the reputation of a key physician or group of physicians or the failure of these physicians to provide quality medical care or adhere to professional guidelines at our surgical facilities could damage our reputation, subject us to liability and significantly reduce our revenues.

We have a limited history operating many of our surgical facilities.

        Since January 1999, we have acquired 49 surgical facilities and developed 22 surgical facilities, including 12 surgical facilities that we subsequently divested. Several of these surgical facilities have been acquired or developed in the past few years, and we have limited experience in operating the facilities. As a result, we have a limited history of operations upon which you can evaluate us or our prospects. Forecasts of our future revenues, expenses and operating results may not be as accurate as they would be if we had a longer history of operations.

If we fail to comply with legislative and regulatory rules relating to privacy and security of patient health information and standards for electronic transactions, we may experience delays in payment of claims and increased costs and be subject to substantial fines.

        The Health Insurance Portability and Accountability Act of 1996, or HIPAA, mandates the adoption of privacy, security and integrity standards related to patient information. HIPAA also standardizes the method for identifying providers, employers, health plans and patients. Final rules implementing the security and integrity portions of HIPAA were adopted February 20, 2003, with a mandatory implementation date for health care providers of April 20, 2005. We believe that we are in compliance with the HIPAA regulations. However, if we fail to comply with the requirements of HIPAA, we could be subject to civil penalties of up to $25,000 per calendar year for each provision contained in the privacy, security and transaction regulations that is violated and criminal penalties of up to $250,000 per violation for certain other violations.

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If we fail to comply with laws and regulations relating to the operation of our surgical facilities, we could suffer penalties or be required to make significant changes to our operations.

        We are subject to many laws and regulations at the federal, state and local government levels in which we operate. These laws and regulations require that our surgical facilities meet various licensing, certification and other requirements, including those relating to:

•

qualification of medical and support persons;



•

pricing and billing of services by health care providers;



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the adequacy of medical care, equipment, personnel, operating policies and procedures;



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financial relationships and referrals among health care providers;



•

maintenance and protection of records; and



•

environmental protection, health and safety.

        If we fail or have failed to comply with applicable laws and regulations, we could suffer civil or criminal penalties, including becoming the subject of cease and desist orders, the loss of our licenses to operate and disqualification from Medicare, Medicaid and other government sponsored health care programs.

        In pursuing our growth strategy, we may seek to expand our presence into new geographic markets. In new geographic markets, we may encounter laws and regulations that differ from those applicable to our current operations. If we are unable to comply with these legal requirements in a cost-effective manner, we may be unable to expand geographically.

Our surgical facilities do not satisfy all of the requirements for any of the safe harbors under the federal Anti-Kickback Statute. If we fail to comply with the federal Anti-Kickback Statute, we could be subject to criminal and civil penalties, loss of licenses and exclusion from the Medicare and Medicaid programs, which may result in a substantial loss of revenues.

        A provision of the Social Security Act, commonly referred to as the federal Anti-Kickback Statute, prohibits the offer, payment, solicitation or receipt of any form of remuneration in return for referring, ordering, leasing, furnishing, purchasing or arranging for or recommending or inducing the ordering, purchasing or leasing of items or services payable by Medicare, Medicaid, or any other federally funded health care program. The Anti-Kickback Statute is very broad in scope, and many of its provisions have not been uniformly or definitively interpreted by existing case law or regulations. Violations of the Anti-Kickback Statute may result in substantial civil or criminal penalties, including criminal fines of up to $25,000 and civil penalties of up to $50,000 for each violation, plus three times the remuneration involved or the amount claimed and exclusion from participation in the Medicare and Medicaid programs. The exclusion, if applied to our surgical facilities, could result in significant reductions in our revenues and could have a material adverse effect on our financial condition and results of operations. In addition, many of the states in which we operate have also adopted laws, similar to the Anti-Kickback Statute, that prohibit payments to physicians in exchange for referrals, some of which apply regardless of the source of payment for care. These statutes typically impose criminal and civil penalties as well as loss of licenses. No state or federal regulatory actions have been taken against our surgical facilities under anti-kickback statutes during the time we have owned or managed the facilities. Management is not aware of any such actions prior to our acquisition or management of these surgical facilities.

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        In July 1991, the Department of Health and Human Services issued final regulations defining various "safe harbors." Business arrangements that meet the requirements of the safe harbors are deemed to be in compliance with the Anti-Kickback Statute. Business arrangements that do not meet the safe harbor requirements do not necessarily violate the Anti-Kickback Statute, but may be subject to scrutiny by the federal government to determine compliance. Two of the safe harbors issued in 1991 apply to business arrangements similar to those used in connection with our surgical facilities: the "investment interest" safe harbor and the "personal services and management contracts" safe harbor. However, the structure of the partnerships and limited liability companies operating our surgical facilities, as well as our business arrangements involving physician networks, do not satisfy all of the requirements of either safe harbor.

        In November 1999, the Department of Health and Human Services issued final regulations creating additional safe harbor provisions, including a safe harbor that applies to physician ownership of, or investment interests in, ambulatory surgery centers. These regulations do not apply to our facilities licensed as hospitals. The ambulatory surgery center safe harbor protects four types of investment arrangements. Each category has its own requirements with regard to what type of physician may be an investor in the ambulatory surgery center. In addition to the physician investor, the categories permit an "unrelated" investor, who is a person or entity that is not in a position to provide items or services related to the ambulatory surgery center or its investors. Our business arrangements with our ambulatory surgery centers typically consist of one or more of our subsidiaries being an investor in each partnership or limited liability company that owns the ambulatory surgery center, in addition to providing management and other services to the ambulatory surgery center. As a result of these and other aspects of our business arrangements, including those relating to the composition of physician groups that own an interest in our surgical facilities, these arrangements do not comply with all the requirements of the ambulatory surgery center safe harbor and, therefore, are not immune from government review or prosecution.

If we fail to comply with physician self-referral laws as they are currently interpreted or may be interpreted in the future, or if other legislative restrictions are issued, we could incur a significant loss of reimbursement revenues.

        The federal physician self-referral law, commonly referred to as the Stark Law, prohibits a physician from making a Medicare or Medicaid reimbursed referral for a "designated health service" to an entity if the physician or a member of the physician's immediate family has a "financial relationship" with the entity. For the purposes of the Stark Law, the term "designated health services" includes a number of services, including clinical laboratory services, radiology and certain other imaging services and inpatient and outpatient hospital services. Under the current Stark Law and related regulations, services provided at an ambulatory surgery center are not covered by the statute, even if those services include imaging, laboratory services or other Stark designated health services, provided that (i) the ambulatory surgery center does not bill for these services separately, or (ii) if the center is permitted to bill separately for these services, they are specifically exempted from Stark Law prohibitions. These are generally radiology and other imaging services integral to performance of surgical procedure that meet certain requirements, and certain outpatient prescription drugs. Services provided at our facilities licensed as hospitals are covered by the Stark Law, but referrals for such services are exempt from the Stark Law under its "whole hospital exception." Certain services provided by our managed physician networks are covered by the Stark Law, but referrals for those services are exempt from the Stark Law under its "in-office ancillary services exception," among others.

        On July 2, 2007, as part of its proposed physician fee schedule for fiscal year 2008, CMS proposed certain amendments to the Stark Law regulations to clarify certain of its provisions that CMS believes may be vulnerable to abuse. Among these was a proposal that a DHS entity, such as a hospital, would "stand in the shoes" of any entity that it owns or controls, which we believe would have a limited effect

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on our business if adopted. Other than that, the proposed revisions would not affect the Stark Law regarding surgical services performed in ambulatory surgery centers, the "whole hospital exception," or the "in-office ancillary services exception" under the Stark Law, which are applicable to our operations. However, CMS also sought public comment on whether changes should be made to the "in-office ancillary services exception." In the final 2008 physician fee schedule published on November 27, 2007, CMS chose not to include most of the Stark Law revisions. Instead, CMS indicated that because of the significance of the proposals and the volume of comments it would delay finalization of almost all of its proposals.

        Further, also in the November 27, 2007 publication, CMS announced that because it only solicited comments regarding the "in-office ancillary services exception" in the July 2, 2007 notice, rather than making specific proposals, any changes to the "in-office ancillary services exception" would be published first in a proposed rule with provisions for public comment. We cannot provide assurances that CMS may not propose and later adopt changes to the "in-office ancillary services exception" or whether if adopted any such changes would not adversely affect the physician networks that we manage, and thus that portion of our business.

        In addition, on September 5, 2007, CMS issued a final rule implementing Phase III of the Stark Law regulations, which were based on regulations published on March 24, 2004 and comments received regarding that publication. Thus, the final rule did not contain any of the Stark Law proposed revisions contained in the July 2, 2007 proposed physician fee schedule. The final rule also did not contain revisions that would affect surgical services performed in ambulatory surgery centers, the "whole hospital exception," or the "in-office ancillary services exception" under the Stark Law, which are applicable to our operations.

        On April 30, 2008, CMS published its proposed 2009 inpatient prospective payment systems rule ("Proposed 2009 IPPS Rule"), which included some proposals to modify Stark Law regulations. Among these, CMS proposes to scale back its proposal for DHS entity to "stand in the shoes" of another entity that it owns or controls to only instances where the subsidiary is wholly owned by the DHS entity. CMS solicited comments regarding whether a DHS entity should stand in the shoes of an entity in which it holds less than 100% of ownership and what percentage interest should be the trigger point. CMS also solicited comments regarding whether a DHS entity should stand in the shoes of an entity that it controls but does not own. On July 31, 2008, CMS released the final inpatient prospective payment system rule, which included several revisions to the Stark regulations. In the final rule, CMS chose not to finalize the DHS entity "stand in the shoes" provisions; however, CMS may revisit the issues in future rulemaking. We cannot predict whether the proposed changes to the Stark Law will be finalized or if the changes will have the impact we are anticipating.

        The Stark Law and similar state statutes are subject to different interpretations with respect to many important provisions. Violations of these self-referral laws may result in substantial civil or criminal penalties, including treble damages for amounts improperly claimed, civil monetary penalties of up to $15,000 per prohibited service billed, up to $100,000 per prohibited circumvention scheme, and exclusion from participation in the Medicare and Medicaid and other federal and state health care programs. Exclusion of our ambulatory surgery centers from these programs through future judicial or agency interpretation of existing laws or additional legislative restrictions on physician ownership or investments in health care entities could result in a significant loss of reimbursement revenues. We cannot provide assurances that CMS will not undertake other rulemaking to address additional revisions to the Stark Law regulations. If future rules modify the provisions of the Stark Law regulations that are applicable to our business, our revenues and profitability could be materially adversely affected and could require us to modify our relationships with our physician and health care system partners.

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Physician ownership of hospitals has been the subject of recent legislative debate, and future statutory and regulatory changes could limit or impair our ability to own and operate our hospitals.

        Three of our owned surgical facilities are licensed as hospitals. The Stark Law currently includes an exception relating to physician ownership of a hospital, provided that the physician's ownership interest is in the whole hospital and the physician is authorized to perform services at the hospital (the "Whole Hospital Exception"). Physician investment in our facilities licensed as hospitals meets this requirement.

        For the past several years, the "Whole Hospital Exception" has been the subject of regulatory action and legislative debate. The Medicare Prescription Drug, Improvement and Modernization Act of 2003, or the MMA, amended the Stark Law to provide that the "whole hospital exception" did not apply to specialty hospitals for a period of 18 months beginning on November 18, 2003, and ending on June 8, 2005. Certain "grandfathered" hospitals that were already in operation or under development were excepted, but physician investment in such hospitals was frozen at then current levels and bed growth was limited. Prior to the moratorium's expiration, legislation was introduced in Congress which would have made the moratorium permanent. The legislation did not pass prior to the expiration of the original Stark Law moratorium. However, on June 9, 2005, CMS announced the imposition of a six-month moratorium on the Medicare program's enrollment of specialty hospitals. As part of that moratorium, CMS directed its fiscal intermediaries to refuse to process Medicare enrollment applications for specialty hospitals. Even though the MMA never defined exactly what thresholds had to be met for a hospital to be considered to be "primarily or exclusively" engaged in specialty services, CMS determined that those hospital applicants that estimate they will provide at least 45% of their initial year's inpatient services in cardiac, orthopedic or surgical diagnosis related group ("DRG") categories should be deemed to be specialty hospitals and, therefore, subject to the enrollment moratorium.

        On February 1, 2006, Congress passed the Deficit Reduction Act of 2005. The Deficit Reduction Act, or DRA, (1) required the Secretary to develop a strategic plan to address physician-owned specialty hospital issues such as proportionality of investment return, methods for determining bona fide investments, disclosure of investment interests and the provision of Medicaid and charity care by specialty hospitals and (2) prohibited specialty hospitals from enrolling in the Medicare program until the Secretary's plan was completed, which, under the DRA, was required to be no later than six months (or eight months if the Secretary applied for an extension) after the date of the enactment of the DRA. The Secretary released his plan on August 8, 2006. In his plan, the Secretary announced that CMS would address the issues surrounding physician- owned specialty hospitals by (1) continuing to reform payment rates for inpatient hospital services through DRG refinements, (2) continuing its efforts to more closely align hospital/physician incentives, (3) clarifying the Emergency Medical Treatment and Active Labor Act and patient care obligations of specialty hospitals, (4) requiring hospitals to disclose their ownership and investment information to CMS and their patients, and (5) increasing enforcement actions against persons and entities that are parties to arrangements involving disproportionate returns and non-bona fide investments. The Secretary also allowed Medicare's specialty hospital enrollment moratorium to expire and did not recommend that the "Whole Hospital Exception" be repealed or amended. The Secretary did not, however, rule out such actions in the future. Because many of the Secretary's recommendations are subject to future rulemaking proceedings, we cannot predict the effect that the recommendations will have on our hospital facilities.

        On March 5, 2008, the U.S. House of Representatives passed the Paul Wellstone Mental Health and Addiction Equity Act of 2007 that included provisions that would significantly amend the Whole Hospital Exception to the Stark Law. The Senate version of the Mental Health and Addiction Equity Act does not contain amendments to the Whole Hospital Exception and has not been passed. However, the Senate passed legislation to amend the Whole Hospital Exception in its version of the

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Supplemental Appropriations Act, 2008, but this language was dropped from the version that ultimately became law.

        The provisions passed by the House and Senate in the respective bills relating to the Whole Hospital Exception are substantially similar. Both would impose significant restrictions on physician ownership by: (i) prohibiting a hospital from having any physician ownership unless the hospital already had physician ownership and a Medicare provider agreement in effect on the date the legislation is enacted, (ii) limiting aggregate ownership by physicians to 40% of the total value of investment interests in the hospital (the House bill would also limit individual physician ownership to 2% of the total value of investment interests in the hospital; the Senate bill would allow aggregate ownership by physicians of greater than 40%, to the extent such greater percentage ownership existed on the date of enactment); (iii) requiring the return on investment to be proportionate to the investment by each investor; (iv) placing restrictions on preferential treatment of physician versus non-physician investors; and (v) requiring disclosures to patients of physician ownership interests, along with annual reports to the government detailing such ownership.

        In addition, both bills would put limitations on the expansion of any grandfathered physician-owned hospital. A grandfathered hospital would have to seek approval through a process developed by the Secretary of the Department of Health and Human Services (the "Secretary"), which must include a provision for community input. Expansion would only be permitted at the discretion of the Secretary, and a hospital's lifetime expansion could not exceed a predetermined amount (in the House bill an additional 50% of the number of hospital beds/operating rooms existing on the enactment date, and in the Senate bill an additional 100% of the number of hospital beds/operating rooms existing on the enactment date). Additionally, expansion would only be permitted for those hospitals meeting specified criteria based on Medicaid utilization, average bed occupancy, state bed capacity, and county population growth rates.

        We cannot predict whether the proposed amendments to the Whole Hospital Exception will be included in any future legislation or if Congress will adopt any similar provisions that would prohibit or otherwise restrict physicians from holding ownership interests in hospitals. If legislation were to be enacted by Congress that prohibits physician referrals to hospitals in which the physicians own an interest, or that otherwise limits physician ownership in existing facilities, or restricts the hospital's ability to expand, our financial condition and results of operations could be materially adversely affected.

We may be subject to actions for false and other improper claims.

        Federal and state government agencies, as well as private payors, have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations of the cost reporting and billing practices of health care organizations and their quality of care and financial relationships with referral sources. In addition, the Office of the Inspector General of the U.S. Department of Health and Human Services, or OIG, and the U.S. Department of Justice have, from time to time, undertaken national enforcement initiatives that focus on specific billing practices or other suspected areas of abuse.

        The U.S. government is authorized to impose criminal, civil and administrative penalties on any person or entity that files a false claim for payment from the Medicare or Medicaid programs and other federal and state health care programs. Claims filed with private insurers can also lead to criminal and civil penalties, including, but not limited to, penalties relating to violations of federal mail and wire fraud statutes, as well as penalties under the anti-fraud provisions of HIPAA. While the criminal statutes are generally reserved for instances of fraudulent intent, the U.S. government is applying its criminal, civil and administrative penalty statutes in an ever-expanding range of circumstances. For example, the government has taken the position that a pattern of claiming

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reimbursement for unnecessary services violates these statutes if the claimant merely should have known the services were unnecessary, even if the government cannot demonstrate actual knowledge. The government has also taken the position that claiming payment for low-quality services is a violation of these statutes if the claimant should have known that the care was substandard.

        Over the past several years, the U.S. government has accused an increasing number of health care providers of violating the federal False Claims Act. The False Claims Act prohibits a person from knowingly presenting, or causing to be presented, a false or fraudulent claim to the U.S. government. The statute defines "knowingly" to include not only actual knowledge of a claim's falsity, but also reckless disregard for or intentional ignorance of the truth or falsity of a claim. Because our surgical facilities perform hundreds of similar procedures a year for which they are paid by Medicare, and there is a relatively long statute of limitations, a billing error or cost reporting error could result in significant civil or criminal penalties. In addition, some courts have held that a violation of the Anti-Kickback Statute or the Stark Law can result in liability under the federal False Claims Act.

        Under the qui tam, or whistleblower, provisions of the False Claims Act, private parties may bring actions on behalf of the U.S. government. These private parties, often referred to as relators, are entitled to share in any amounts recovered by the government through trial or settlement. Both direct enforcement activity by the government and whistleblower lawsuits have increased significantly in recent years and have increased the risk that a health care company, like us, will have to defend a false claims action, pay fines or be excluded from the Medicare and Medicaid and other federal and state health care programs as a result of a conviction resulting from a whistleblower case. Although we believe that our operations comply with both federal and state laws, they may nevertheless be the subject of a whistleblower lawsuit or may otherwise be challenged or scrutinized by governmental authorities. A determination that we have violated these laws could have a material adverse effect on our financial condition or results of operations.

        We are also subject to various state insurance statutes and regulations that prohibit us from submitting inaccurate, incorrect or misleading claims. We believe that our surgical facilities are in material compliance with all state insurance laws and regulations regarding the submission of claims. We cannot assure you, however, that none of our surgical facilities' insurance claims will ever be challenged. If we were found to be in violation of a state's insurance laws or regulations, we could be forced to discontinue the practice in violation, which could have an adverse effect on our business and operating results, and we could be subject to fines and criminal penalties.

If a federal or state agency asserts a different position or enacts new laws or regulations regarding illegal remuneration under the Medicare, Medicaid or other governmental 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, Medicaid or other governmental programs.

        Any change in interpretations or enforcement of existing or new laws and regulations could subject our current practices to allegations of impropriety or illegality, or could require us to make changes in our surgical facilities, equipment, personnel, services, pricing, capital expenditure programs and operating expenses, which could have a material adverse effect on our financial condition and results of operations.

        Additionally, new federal or state laws may be enacted that would cause our relationships with physician investors to become illegal or result in the imposition of penalties against us or our surgical facilities. If any of our business arrangements with physician investors were deemed to violate the Anti-Kickback Statute, the Stark Law or similar laws, or if new federal or state laws were enacted rendering these arrangements illegal, our financial condition and results of operations would be materially adversely affected.

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If laws governing the corporate practice of medicine or fee-splitting change, we may be required to restructure some of our relationships, which may result in a significant loss of revenues and divert other resources.

        The laws of various states in which we operate or may operate in the future do not permit business corporations to practice medicine, to exercise control over or employ physicians who practice medicine or to engage in various business practices, such as fee-splitting with physicians (i.e., sharing in a percentage of professional fees). The interpretation and enforcement of these laws vary significantly from state to state. We provide management services to two physician networks. We previously managed a physician network in Louisville, Kentucky and that arrangement terminated effective December 31, 2006. If our arrangements with these networks were deemed to violate state corporate practice of medicine, fee-splitting or similar laws, or if new laws are enacted rendering our arrangements illegal, we may be required to restructure these arrangements, which may result in a significant loss of revenues and divert other resources.

We make significant loans to, and are generally liable for debts and other obligations of, the partnerships and limited liability companies that own and operate some of our surgical facilities.

        We own and operate our surgical facilities through 25 limited partnerships and 34 limited liability companies. Local physicians, physician groups and hospitals also own an interest in all but one of these partnerships and limited liability companies. In the partnerships in which we are the general partner, we are liable for 100% of the debts and other obligations of the partnership, even if we do not own all of the partnership interests. For the majority of our surgical facilities, indebtedness at the partnership level is funded through intercompany loans that we provide. Through these loans, which totaled approximately $39.4 million as of June 30, 2008, we have a secured interest in the partnership's assets. However, our financial condition and results of operations would be materially adversely affected if our surgical facilities are unable to repay these intercompany loans.

        We also guarantee the debts and other obligations of many of the partnerships and limited liability companies in which we own an interest. In some instances, the partnerships or limited liability companies in which we are a minority interest holder seek financing from a third-party and the physicians and/or physician groups guarantee their pro-rata share of the indebtedness to secure the financing. As of June 30, 2008, we had approximately $2.6 million of off-balance sheet guarantees of non-consolidated third-party debt in connection with these surgical facilities.

        Our senior secured credit facility and the exchange notes offered hereby allow us to borrow funds that we can lend to the partnerships and limited liability companies in which we own an interest. Although our intercompany loans are secured by the assets of the partnership, the physicians and physician groups that own an interest in these partnerships and limited liability companies generally do not guarantee a pro rata amount of this debt or the other obligations of these partnerships and limited liability companies.

If our operations in New York are found not to be in compliance with New York law, we may be unable to continue or expand our operations in New York.

        We own an interest in a limited liability company which provides administrative services to an ambulatory surgery center located in New York. Laws in the State of New York require that corporations have natural persons as stockholders to be approved by the New York Department of Health as a licensed health care facility. Accordingly, we are not able to own interests in a limited partnership or limited liability company that owns an interest in a health care facility located in New York. Laws in the State of New York also prohibit the delegation of certain management functions by a licensed health care facility. The law does permit a licensed facility to lease premises and obtain various services from non-licensed entities. However, it is not clear what types of delegation constitute a violation. Although we believe that our operations and relationships in New York are in compliance

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with these laws, if New York regulatory authorities or a third-party asserts a contrary position, we may be unable to continue or expand our operations in New York.

If regulations change, we may be obligated to purchase some or all of the ownership of our physician partners or renegotiate some of our partnership and operating agreements with our physician partners and management agreements with surgical facilities.

        Upon the occurrence of various fundamental regulatory changes or changes in the interpretation of existing regulations, we may be obligated to purchase all of the ownership of the physician investors in most of the partnerships or limited liability companies that own and operate our surgical facilities. The purchase price that we would be required to pay for the ownership is typically based on either a multiple of the surgical facility's EBITDA, as defined in our partnership and operating agreements with these surgical facilities, or the fair market value of the ownership as determined by a third-party appraisal. The physician investors in some of our surgical facilities can require us to purchase their interests in exchange for cash or shares of our common stock if these regulatory changes occur. In addition, some of our partnership agreements with our physician partners and management agreements with surgical facilities require us to attempt to renegotiate the agreements upon the occurrence of various fundamental regulatory changes or changes in the interpretation of existing regulations and provide for termination of the agreements if renegotiations are not successful.

        Regulatory changes that could create purchase or renegotiation obligations include changes that:

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make illegal the referral of Medicare or other patients to our surgical facilities by physician investors;



•

create a substantial likelihood that cash distributions to physician investors from the partnerships or limited liability companies through which we operate our surgical facilities would be illegal;



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make illegal the ownership by the physician investors of interests in the partnerships or limited liability companies through which we own and operate our surgical facilities; or



•

require us to reduce the aggregate percentage of physician investor ownership in our hospitals.

        We do not control whether or when any of these regulatory events might occur. In the event we are required to purchase all of the physicians' ownership, our existing capital resources would not be sufficient for us to meet this obligation. These obligations and the possible termination of our partnership and management agreements would have a material adverse effect on our financial condition and results of operations.

If we become subject to large malpractice and related legal claims, we could be required to pay significant damages, which may not be covered by insurance.

        In recent years, physicians, hospitals and other health care providers have become subject to an increasing number of legal actions alleging malpractice, product liability or related legal theories. Many of these actions involve large monetary claims and significant defense costs. We maintain liability insurance in amounts that we believe are appropriate for our operations. Currently, we maintain professional and general liability insurance that provides coverage on a claims made basis of $1.0 million per occurrence and $3.0 million in annual aggregate coverage per surgical facility. In addition, physicians who provide professional services in our surgical facilities are required to maintain separate malpractice coverage with similar minimum coverage limits. We also maintain business interruption insurance and property damage insurance, as well as an additional umbrella liability insurance policy in the aggregate amount of $20.0 million. However, this insurance coverage may not cover all claims against us. Insurance coverage may not continue to be available at a cost allowing us to maintain adequate levels of insurance. If one or more successful claims against us were not covered by

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or exceeded the coverage of our insurance, our financial condition and results of operations could be adversely affected.

We face intense competition for physicians, strategic relationships, acquisitions and managed care contracts, which may result in a decline in our revenues, profitability and market share.

        The health care business is highly competitive. We compete with other health care providers, primarily hospitals and other surgical facilities, in attracting physicians to utilize our surgical facilities and in contracting with managed care payors in each of our markets. There are unaffiliated hospitals in each market in which we operate. These hospitals have established relationships with physicians and payors. In addition, other companies either are currently in the same or similar business of developing, acquiring and operating surgical facilities or may decide to enter our business. Many of these companies have greater resources than we do, including financial, marketing, staff and capital resources. We may also compete with some of these companies for entry into strategic relationships with health care systems and health care professionals. In addition, many physician groups develop surgical facilities without a corporate partner, utilizing consultants who perform services for a fee and do not take an equity interest in the ongoing operations of the facility. In recent years, more physicians are choosing to perform procedures, including pain management and gastrointestinal procedures, in an office-based setting rather than in a surgical facility. If we are unable to compete effectively with any of these entities or groups, we may be unable to implement our business strategies successfully and our financial position and results of operations could be adversely affected.

Our surgical facilities are sensitive to regulatory, economic and other conditions of the states where they are located. In addition, three of our surgical facilities account for a significant portion of our patient service revenues.

        Our revenues are particularly sensitive to regulatory, economic and other conditions in the states of Texas and Florida. As of June 30, 2008, we owned (with physician investors or healthcare systems) and operated six surgical facilities in Texas and eight surgical facilities in Florida. The surgical facilities in Texas represented about 15% and 13% of our patient service revenues during 2006 and 2007, respectively, and the surgical facilities in Florida represented about 14% and 20% of our patient service revenues during 2006 and 2007, respectively.

        In addition, our facilities in Houma, Louisiana, Chesterfield, Missouri and Wilmington, North Carolina, generated approximately 7%, 7% and 5%, respectively, of our patient service revenues during 2006, and 7%, 6% and 5%, respectively, during 2007. In October 2006, we acquired a majority interest in a surgical facility in Durango, Colorado. This facility generated approximately 7% of our patient service revenues during 2007. If these facilities are adversely affected by regulatory, economic and other conditions, or if these facilities do not perform effectively, our financial condition and results of operations will be adversely affected. None of our remaining surgical facilities accounted for more than 5% of our revenues during 2006 or 2007.

We depend on our senior management and we may be adversely affected if we lose any member of our senior management.

        We are highly dependent on our senior management, including Richard E. Francis, Jr., our chairman of the board and chief executive officer, and Clifford G. Adlerz, our president and chief operating officer. We have entered into employment agreements with Messrs. Francis and Adlerz that became effective upon the closing of the merger. The initial term of each of these agreements is three years from August 23, 2007, which is automatically extended so that the term is three years until terminated. We may terminate each employment agreement for cause. In addition, either party may terminate the employment agreement at any time by giving prior written notice to the other party. We do not maintain "key man" life insurance policies on any of our officers. Because our senior

39

management has contributed greatly to our growth since inception, the loss of key management personnel or our inability to attract, retain and motivate sufficient numbers of qualified management personnel could have a material adverse effect on our financial condition and results of operations.

If we are unable to integrate and manage our information systems effectively, our operations could be disrupted.

        Our operations depend significantly on effective information systems. Our information systems and applications require continual maintenance, upgrading and enhancement to meet our operational needs. Moreover, our acquisition activity requires frequent transitions from, and the integration of, various information systems. If we experience difficulties with the transition from information systems or are unable to maintain properly or expand our information systems, we could suffer, among other things, operational disruptions and increases in administrative expenses.

Risks Related to Our Corporate Structure

We may have a special legal responsibility to the holders of ownership interests in the entities through which we own our surgical facilities, which may conflict with the interests of our noteholders and prevent us from acting solely in our own best interests or the interests of our noteholders.

        Our ownership in surgical facilities generally is held through limited partnerships or limited liability companies in which we maintain ownership along with physicians or physician practice groups. As general partner or manager of these entities, we may have a special responsibility, known as a fiduciary duty, to manage these entities in the best interests of the other interest holders. As a result, we may encounter conflicts between our responsibility to the other interest holders and our responsibility to enhance the value of our company. For example, we have entered into management agreements to provide management services to our surgical facilities in exchange for a fee. Disputes may arise as to the nature of the services to be provided or the amount of the fee to be paid. In these cases, we are obligated to exercise reasonable, good faith judgment to resolve the disputes and may not be free to act solely in our own best interests or the interests of the noteholders. Disputes may also arise between us and our physician investors with respect to a particular business decision or regarding the interpretation of the provisions of the applicable limited partnership agreement or operating agreement. We seek to avoid these disputes but have not implemented any measures to resolve these conflicts if they arise. If we are unable to resolve a dispute on terms favorable or satisfactory to us, our financial condition and results of operations may be adversely affected.

We are a holding company with no operations of our own.

        We are a holding company and our ability to service our debt is dependent upon the earnings from the business conducted by our non-guarantor subsidiaries and joint ventures. The effect of this structure is that we will depend on the earnings of our non-guarantor subsidiaries and joint ventures, and the distribution or payment to us of a portion of these earnings to meet our obligations, including those under our senior secured credit facility, the exchange notes offered hereby and any of our other debt obligations. The distributions of those earnings or advances or other distributions of funds by these entities to us, all of which are contingent upon the subsidiaries' earnings, are subject to various business considerations. In addition, distributions by our non-guarantor subsidiaries could be subject to statutory restrictions, including state laws requiring that such subsidiaries be solvent, or contractual restrictions. Some of our non-guarantor subsidiaries and joint ventures may become subject to agreements that restrict the sale of assets and significantly restrict or prohibit the payment of dividends or the making of distributions, loans or other payments to stockholders, partners or members. The indenture governing the exchange notes permits our subsidiaries to enter into agreements with similar prohibitions and restrictions in the future, subject to certain limitations.

40

We do not have exclusive control over the distribution of cash from our operating entities and may be unable to cause all or a portion of the cash of these entities to be distributed.

        All of the surgical facilities in which we have ownership are held through partnerships or limited liability companies. We typically own, directly or indirectly, the general partnership or majority member interests in these entities. The partnership and operating agreements for these entities provide for distribution of available cash, in some cases on a quarterly basis subject in certain cases to requirements that we obtain approval of other stockholders. Many of these agreements also impose limits on the ability of these entities to make loans or transfer assets to us. If we are unable to cause sufficient cash to be distributed from one or more of these entities, our relationships with the physicians who also own an interest in these entities may be damaged and we could be adversely affected, as could our ability to make debt service payments. We may not be able to resolve favorably any dispute regarding cash distribution or other matters with a health care system with which we share control of the distributions made by these entities. Further, the failure to resolve a dispute with these health care systems could cause an entity in which we own an interest to be dissolved.

We are controlled by principal stockholders whose interests may differ from your interests.

        Circumstances may occur in which the interests of our principal stockholders could be in conflict with your interests. In addition, these stockholders may have an interest in pursuing transactions that, in their judgment, enhance the value of their equity investment in our company, even though those transactions may involve risks to you as a holder of the exchange notes.

        A majority of the outstanding shares of common stock of our parent company are held by the Crestview funds. As a result of their stock ownership, the Crestview funds control us and have the power to elect a majority of our directors, appoint new management and approve any action requiring the approval of the holders of common stock, including adopting amendments to our certificate of incorporation and approving acquisitions or sales of all or substantially all of our assets. The directors elected by the Crestview funds have the ability to control decisions affecting our capital structure, including the issuance of additional capital stock, the implementation of stock repurchase programs and the declaration of dividends.

41

THE EXCHANGE OFFER

General

        Concurrently with the sale of $179,937,000 aggregate principal amount of outstanding notes on June 3, 2008, we entered into a registration rights agreement with the initial purchasers of the outstanding notes, which requires us to file a registration statement under the Securities Act with respect to the exchange notes and, upon the effectiveness of the registration statement, offer to the holders of the outstanding notes the opportunity to exchange their outstanding notes for a like principal amount of exchange notes. The exchange notes will be issued without a restrictive legend and generally may be reoffered and resold without registration under the Securities Act. The registration rights agreement further provides that we must (i) not later than 180 days after the date of original issuance of the outstanding notes, file a registration statement with the SEC with respect to a registered offer to exchange the outstanding notes for exchange notes of Symbion having terms substantially identical in all material respects to the outstanding notes (except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest) and guaranteed by each of the subsidiary guarantors and (ii) use our commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act not later than 270 days after the date of original issuance of the outstanding notes.

        Except as described below, upon the completion of the exchange offer, our obligations with respect to the registration of the outstanding notes and the exchange notes will terminate. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. Following the completion of the exchange offer, holders of outstanding notes not tendered will not have any further registration rights other than as set forth in the paragraphs below, and the outstanding notes will continue to be subject to certain restrictions on transfer.

        In order to participate in the exchange offer, a holder of outstanding notes must represent to us, among other things, that:

•

the exchange notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of such holder;



•

such holder does not have an arrangement or understanding with any person to participate in the distribution of the exchange notes;



•

such holder is not an "affiliate" (as defined under Rule 405 under the Securities Act), of Symbion; and



•

if such holder is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, then the holder will deliver a prospectus in connection with any resale of such exchange notes.

        Under certain circumstances specified in the exchange and registration rights agreement, we may be required to file a "shelf" registration statement for a continuous offer in connection with the outstanding notes pursuant to Rule 415 under the Securities Act.

        Based on an interpretation by the SEC's staff set forth in no-action letters issued to third parties unrelated to us, we believe that, with the exceptions set forth below, the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by the holder of exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

•

is an "affiliate," within the meaning of Rule 405 under the Securities Act, of Symbion;



•

is a broker-dealer who purchased outstanding notes directly from us for resale under Rule 144A or Regulation S or any other available exemption under the Securities Act;

42

•

acquired the exchange notes other than in the ordinary course of the holder's business;



•

has an arrangement with any person to engage in the distribution of the exchange notes; or



•

is prohibited by any law or policy of the SEC from participating in the exchange offer.

        Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on this interpretation by the SEC's staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution." Broker-dealers who acquired outstanding notes directly from us and not as a result of market making activities or other trading activities may not rely on the SEC staff's interpretations discussed above or participate in the exchange offer, and must comply with the prospectus delivery requirements of the Securities Act in order to sell the outstanding notes.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on                        , 2008, or such date and time to which we extend the offer. We will issue $1,000 in principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Holders may tender some or all of their outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000 in principal amount.

        The exchange notes will evidence the same debt as the outstanding notes and will be issued under the terms of, and entitled to the benefits of, the indenture relating to the outstanding notes.

        As of the date of this prospectus, $184,635,000 in aggregate principal amount of outstanding notes were outstanding. This prospectus, together with the letter of transmittal, is being sent to registered holders and to others believed to have beneficial interests in the outstanding notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations of the SEC promulgated under the Exchange Act.

        We will be deemed to have accepted validly tendered outstanding notes when, as and if we have given oral or written notice thereof to U.S. Bank National Association, the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth under the heading "—Conditions to the Exchange Offer," certificates for any such unaccepted outstanding notes will be returned, without expense, to the tendering holder of those outstanding notes promptly after the expiration date unless the exchange offer is extended.

        Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, applicable to the exchange offer. See "—Fees and Expenses."

43

Expiration Date; Extensions; Amendments

        The expiration date shall be 5:00 p.m., New York City time, on                        , 2008, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent and each registered holder of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date and will also disseminate notice of any extension by press release or other public announcement prior to 9:00 a.m., New York City time. We reserve the right, in our sole discretion:

•

to delay accepting any outstanding notes, to extend the exchange offer or, if any of the conditions set forth under "—Conditions to the Exchange Offer" shall not have been satisfied, to terminate the exchange offer, by giving oral or written notice of that delay, extension or termination to the exchange agent, or



•

to amend the terms of the exchange offer in any manner.

        In the event that we make a fundamental change to the terms of the exchange offer, we will file a post-effective amendment to the registration statement. In the event that we make a material change in the exchange offer, including the waiver of a material condition, we will extend the expiration date of the exchange offer so that at least five business days remain in the exchange offer following notice of the material change.

Procedures for Tendering

        Only a holder of outstanding notes may tender the outstanding notes in the exchange offer. Except as set forth under "—Book-Entry Transfer," to tender in the exchange offer a holder must complete, sign and date the letter of transmittal, or a copy of the letter of transmittal, have the signatures on the letter of transmittal guaranteed if required by the letter of transmittal and mail or otherwise deliver the letter of transmittal or copy to the exchange agent prior to the expiration date. In addition:

•

certificates for the outstanding notes must be received by the exchange agent along with the letter of transmittal prior to the expiration date, or



•

a timely confirmation of a book-entry transfer, or a book-entry confirmation, of the outstanding notes, if that procedure is available, into the exchange agent's account at The Depository Trust Company, which we refer to as the book-entry transfer facility, following the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date, or you must comply with the guaranteed delivery procedures described below.

        To be tendered effectively, the letter of transmittal and the required documents must be received by the exchange agent at the address set forth under "Exchange Agent" prior to the expiration date.

        Your tender, if not withdrawn prior to 5:00 p.m., New York City time, on the expiration date, will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

        The method of delivery of outstanding notes and the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Instead of delivery by mail, it is recommended that you use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or outstanding notes should be sent to us. You may request your broker, dealer, commercial bank, trust company or nominee to effect these transactions for you.

        Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner's behalf.

44

If the beneficial owner wishes to tender on its own behalf, the beneficial owner must, prior to completing and executing the letter of transmittal and delivering the owner's outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in the beneficial owner's name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act unless outstanding notes tendered pursuant thereto are tendered:

•

by a registered holder who has not completed the box entitled "Special Registration Instruction" or "Special Delivery Instructions" on the letter of transmittal, or



•

for the account of an eligible guarantor institution.

        If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by any eligible guarantor institution that is a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or an eligible guarantor institution.

        If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed in the letter of transmittal, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as that registered holder's name appears on the outstanding notes.

        If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers persons should so indicate when signing, and evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal unless waived by us.

        All questions as to the validity, form, eligibility, including time of receipt, acceptance, and withdrawal of tendered outstanding notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent, nor any other person shall incur any liability for failure to give that notification. Tenders of outstanding notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, promptly following the expiration date, unless the exchange offer is extended.

        In addition, we reserve the right in our sole discretion to purchase or make offers for any outstanding notes that remain outstanding after the expiration date or, as set forth under "—Conditions to the Exchange Offer," to terminate the exchange offer and, to the extent permitted by applicable law, purchase outstanding notes in the open market, in privately negotiated transactions, or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

        In all cases, issuance of exchange notes for outstanding notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of certificates for such outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange

45

agent's account at the book-entry transfer facility, a properly completed and duly executed letter of transmittal or, with respect to The Depository Trust Company and its participants, electronic instructions in which the tendering holder acknowledges its receipt of and agreement to be bound by the letter of transmittal, and all other required documents. If any tendered outstanding notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if outstanding notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged outstanding notes will be returned without expense to the tendering holder or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent's account at the book-entry transfer facility according to the book-entry transfer procedures described below, those non-exchanged outstanding notes will be credited to an account maintained with that book-entry transfer facility, in each case, promptly after the expiration or termination of the exchange offer.

        Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where those outstanding notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. See "Plan of Distribution."

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the outstanding notes at the book-entry transfer facility for purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of outstanding notes being tendered by causing the book-entry transfer facility to transfer such outstanding notes into the exchange agent's account at the book-entry transfer facility in accordance with that book-entry transfer facility's procedures for transfer. However, although delivery of outstanding notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or copy of the letter of transmittal, with any required signature guarantees and any other required documents, must, in any case other than as set forth in the following paragraph, be transmitted to and received by the exchange agent at the address set forth under "Exchange Agent" on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

        The Depository Trust Company's Automated Tender Offer Program is the only method of processing exchange offers through The Depository Trust Company. To accept the exchange offer through the Automated Tender Offer Program, participants in The Depository Trust Company must send electronic instructions to The Depository Trust Company through The Depository Trust Company's communication system instead of sending a signed, hard copy letter of transmittal. The Depository Trust Company is obligated to communicate those electronic instructions to the exchange agent. To tender outstanding notes through the Automated Tender Offer Program, the electronic instructions sent to The Depository Trust Company and transmitted by The Depository Trust Company to the exchange agent must contain the character by which the participant acknowledges its receipt of and agrees to be bound by the letter of transmittal.

Guaranteed Delivery Procedures

        If a registered holder of the outstanding notes desires to tender outstanding notes and the outstanding notes are not immediately available, or time will not permit that holder's outstanding notes or other required documents to reach the exchange agent prior to 5:00 p.m., New York City time, on the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

•

the tender is made through an eligible guarantor institution;

46

•

prior to 5:00 p.m., New York City time, on the expiration date, the exchange agent receives from that eligible guarantor institution a properly completed and duly executed letter of transmittal or a facsimile of a duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, by telegram, fax transmission, mail or hand delivery, setting forth the name and address of the holder of outstanding notes and the amount of the outstanding notes tendered and stating that the tender is being made by guaranteed delivery, the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, will be deposited by the eligible guarantor institution with the exchange agent; and



•

the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, are received by the exchange agent within five business days after the date of execution of the notice of guaranteed delivery.

Withdrawal Rights

        Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

        For a withdrawal of a tender of outstanding notes to be effective, a written or, for The Depository Trust Company participants, electronic Automated Tender Offer Program transmission, notice of withdrawal, must be received by the exchange agent at its address set forth under "Exchange Agent" prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

•

specify the name of the person having deposited the outstanding notes to be withdrawn, whom we refer to as the depositor;



•

identify the outstanding notes to be withdrawn, including the certificate number or numbers and principal amount of such outstanding notes;



•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which such outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such outstanding notes into the name of the person withdrawing the tender; and



•

specify the name in which any such outstanding notes are to be registered, if different from that of the depositor.

        All questions as to the validity, form, eligibility and time of receipt of such notices will be determined by us, whose determination shall be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes which have been tendered for exchange, but which are not exchanged for any reason, will be returned to the holder of those outstanding notes without cost to that holder promptly after withdrawal, rejection of tender, or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures under "—Procedures for Tendering" at any time on or prior to the expiration date.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and may terminate or amend the exchange offer if, at any time before the expiration of the exchange offer, it is determined that the exchange offer violates applicable law, any applicable interpretation of the Staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

        The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time

47

and from time to time prior to the expiration of the exchange offer. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time.

        In addition, we will not accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for those outstanding notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939. In any of those events we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

Effect of Not Tendering

        Holders of outstanding notes who do not exchange their outstanding notes for exchange notes in the exchange offer will remain subject to the restrictions on transfer of such outstanding notes:

•

as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and



•

otherwise set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes.

Exchange Agent

        All executed letters of transmittal should be directed to the exchange agent. U.S. Bank National Association has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

        By Mail, Hand Delivery or Facsimile:

U.S. Bank National Association
Specialized Finance Unit
60 Livingston Avenue
St. Paul, MN 55107
Attn.: Rachel Muehlbauer
Telephone: (800) 934-6802

        Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.

Fees and Expenses

        We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers and employees. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include fees and expenses of the exchange agent, accounting, legal, printing and related fees and expenses.

Transfer Taxes

        Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those outstanding notes.

48

THE MERGER, ACQUISITIONS AND RELATED FINANCINGS

The Merger

        On August 23, 2007, an investment group led by an affiliate of Crestview completed its merger with Symbion, Inc. (the "Company"). As a result of the merger, the Company's then existing stockholders and option holders received an aggregate of $490.5 million in cash.

        To consummate the merger, Crestview formed Symbol Acquisition, L.L.C. ("Parent") and Symbol Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of Parent. Merger Sub merged with and into the Company with the Company being the surviving corporation. Parent was renamed Holdings, which became the parent holding company of the Company by virtue of the merger.

        Holdings was capitalized with a $245.0 million cash contribution by the Crestview funds, The Northwestern Mutual Life Insurance Company and certain co-investors. In addition, certain members of Symbion's management made a rollover equity contribution of Symbion shares and options to purchase common stock valued at the predecessor basis of $2,000. The fair value of the rollover contribution was $8.4 million. These rollover shares were exchanged for shares and options to purchase shares of common stock of Holdings. Following the merger, Crestview and its affiliated funds and co-investors owned 96.7% of Holdings and members of management owned 3.3% of Holdings.

        The following equity capitalization and financing transactions occurred in connection with the merger:

•

$145.0 million cash equity contribution by Holdings;



•

$40.0 million cash equity contribution by The Northwestern Mutual Life Insurance Company;



•

$60.0 million cash equity contribution by other co-investors;



•

$2,000 rollover stock contribution by certain members of management of Symbion, Inc. (representing a fair value of $3.2 million) and a stock option rollover by members of management (representing a fair value of $5.2 million);



•

Senior secured credit facility totaling $350.0 million, of which $250.0 million was drawn at the closing of the merger; and



•

$175.0 million bridge credit facility that was drawn at the closing of the merger.

        The proceeds from the equity capitalization and financing transactions were used to:

•

Pay $482.5 million for all of the outstanding common stock not rolled over under the terms of the merger agreement;



•

Pay $8.0 million for the purchase of outstanding stock options, restricted stock and warrants;



•

Repay all outstanding debt and accrued interest (totaling $130.1 million) under the former senior credit facility for which the maturity date accelerated as a result of the merger;



•

Pay the fees and expenses related to the merger and the financing transactions; and



•

Fund the purchase price for certain acquisitions which were completed following the completion of the merger.

Acquisitions

        On June 30, 2007, we acquired an incremental 55.0% of ownership in a surgical facility located in Cape Coral, Florida, in which we already owned 10.0%. The purchase price was $17.0 million, including approximately $1.7 million of assumed debt, and was financed with additional debt under our former senior credit facility.

49

        On August 24, 2007, we acquired a 52.6% ownership in a surgical facility in Havertown, Pennsylvania for $4.1 million. On December 19, 2007, we acquired a 71.5% interest in a multi-specialty surgical facility in Columbus, Georgia for $141,000 and merged the operations of this surgical facility into an existing surgical facility in the same market. The aggregate purchase price was financed with proceeds from the merger financing. We have a majority interest in and consolidate for financial reporting purposes these two surgical facilities. We also entered into management agreements with each of these surgical facilities.

        On December 27, 2007, we acquired additional management rights in three of our existing surgical facilities located in California. The aggregate purchase price for these management rights was $4.8 million. The purchase price was financed with proceeds from the merger financing.

        Effective January 1, 2008, we acquired incremental ownership in three of our existing surgical facilities located in California. We acquired an incremental ownership of 10.7% in our two surgical facilities located in Beverly Hills, California for an aggregate of $2.5 million and a 6.4% incremental ownership in our surgical facility located in Encino, California for $2.0 million. Prior to the acquisition, we owned 55.1% and 57.0% of the two Beverly Hills, California surgical facilities and 55.5% of the Encino, California surgical facility. The purchase price was financed with cash from operations.

        Effective February 21, 2008, we acquired five surgical facilities specializing in spine, orthopedic and pain management procedures located in Boulder, Colorado; Honolulu, Hawaii; Bristol and Nashville, Tennessee; and Seattle, Washington for an aggregate of $5.8 million plus the assumption of $4.7 million of debt and contingent consideration of up to $3.0 million subject to earn out provisions based on EBITDA for the year ended December 31, 2008. We will record the contingency if and when it becomes distributable, or determinable beyond a reasonable doubt. We acquired an ownership ranging from 20.0% to 50.0% in these surgical facilities. Three of these facilities are consolidated for financial reporting purposes. The aggregate purchase price was financed with cash from operations. We also entered into management agreements with each of these surgical facilities.

        Effective May 31, 2008, we acquired additional management rights and an incremental ownership in two of our existing surgical facilities located in California for an aggregate of $3.4 million. We acquired an incremental ownership of 16.7% in our surgical facility located in Irvine, California and an incremental ownership of 18.0% in our surgical facility located in Arcadia, California. The aggregate purchase price was financed with cash from operations.

The Related Financings

        In order to fund the consideration for the merger, refinance some of our existing indebtedness and pay related fees and expenses:

•

We entered into a $350.0 million senior secured credit facility, consisting of a $125.0 million seven-year term loan A facility, a $125.0 million seven-year term loan B facility and a $100.0 million six-year revolving loan facility. At the effective time of the merger, we borrowed the full amount of both of the term loans and used the proceeds to refinance our then-existing bank facility and to pay a portion of the merger consideration and related transaction fees and expenses. We may use the borrowing availability under the revolving credit facility for general corporate purposes subject to customary conditions, including the absence of any material adverse change.



•

We entered into a $175.0 million bridge credit facility, which was repaid in full and terminated with the net proceeds from the outstanding notes and cash from operations.



•

Holdings made an equity contribution to Merger Sub of $245.0 million generated from the sale of equity by Holdings to the Crestview funds, The Northwestern Mutual Life Insurance Company and certain other co-investors and approximately $2,000 representing the predecessor

50

basis of the rollover contribution of equity in Symbion by certain members of Symbion's management.



•

In addition, we kept outstanding approximately $12.9 million of indebtedness, including capital leases and debt of subsidiaries (including $1.7 million of debt of the Cape Coral, Florida surgical facility that we have consolidated into our financial results following our acquisition of the incremental ownership in the Cape Coral, Florida surgical facility).

Sources and Uses for the Merger, Acquisitions and Related Financings

        The following table sets forth the sources and uses of funds for the merger, acquisitions and related financings.

Sources			Uses
	(in millions)			(in millions)
Senior secured credit facility borrowings(1)	$	250.0	Merger consideration(6)	$	490.5
Bridge credit facility borrowings(2)		175.0	Repayment of debt(7)		130.1
Equity contribution(3)		245.0	Fees and expenses(8)		35.1
Assumption of debt(4)		17.7	Assumption of debt(4)		17.7
Existing cash(5)		4.2	Acquisition of Havertown, Pennsylvania surgical facility(9)		4.1
			Acquisition of additional management rights(10)		4.8
			Acquisition of incremental ownership in California(11)		3.8
			Acquisition of five surgical facilities from Neospine(12)		5.8
Total	$	691.9	Total	$	691.9

(1)

On August 23, 2007, we entered into a $350.0 million senior secured credit facility, consisting of a $125.0 million tranche A term loan facility, a $125.0 million tranche B term loan facility and a $100.0 million revolving loan facility. At the effective time of the merger, we borrowed the full amount of the tranche A term loan facility and tranche B term loan facility. We did not borrow under the revolving loan facility to finance the merger.

(2)

On August 23, 2007, we entered into a $175.0 million bridge credit facility which has been repaid in full and terminated with the net proceeds from the outstanding notes and cash from operations.

(3)

Represents amounts invested by Holdings in Symbion consisting of approximately $245.0 million generated from the sale of equity by Holdings to the Crestview funds, The Northwestern Mutual Life Insurance Company and certain other co-investors and approximately $2,000 representing the predecessor basis of the rollover contribution of equity in Symbion by certain members of management. The fair value of this rollover contribution was $8.4 million.

(4)

Represents certain subsidiary level debt and capital leases that remain outstanding following completion of the merger, including approximately $1.7 million of debt of the Cape Coral, Florida surgical facility and $4.7 million of debt of the Neospine surgical facilities (the acquisition of the Neospine facilities having occurred after the merger) that we began consolidating in our financial results, following our acquisition of incremental ownership in the Cape Coral, Florida surgical facility and ownership in the Neospine surgical facilities. See "Description of Certain Indebtedness."

(5)

We used cash balances on hand to fund the balance of the acquisitions.

(6)

Represents the payment of $482.5 million for 21,590,991 shares at $22.35 and the payment of $8.0 million for the purchase of outstanding stock options, restricted stock and warrants.

51

(7)

Includes payment of accrued interest and the repayment of debt issued under our former senior credit facility, a portion of which was used to finance the acquisition of incremental ownership in the Cape Coral, Florida surgical facility.

(8)

Reflects fees and expenses associated with the merger, acquisitions and related financings, including placement and other financing fees, advisory fees paid to affiliates of Crestview and Northwestern Mutual Life Insurance Company and other transaction costs and professional fees.

(9)

Represents the acquisition of a 52.6% ownership in a surgical facility in Havertown, Pennsylvania for $4.1 million, See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions and Developments."

(10)

Represents the acquisition of additional management rights in three surgical facilities that we own in California for $4.8 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions and Developments."

(11)

Represents the purchase of 10.7% of incremental ownership in our two surgical facilities located in Beverly Hills, California for an aggregate of $2.5 million, and 6.4% of incremental ownership in a surgical facility located in Encino, California for $2.0 million. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions and Developments."

(12)

Represents our acquisition of ownership ranging from 20.0% to 50.0% in five surgical facilities located in Boulder, Colorado; Honolulu, Hawaii; Bristol and Nashville, Tennessee and Seattle, Washington from Neospine for $5.8 million, plus assumed debt of $4.7 million and contingent consideration of $3.0 million subject to earn out provisions based on EBITDA for the year ended December 31, 2008. We will record a liability for the contingency if and when it becomes distributable, or determinable beyond a reasonable doubt. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions and Developments."

52

USE OF PROCEEDS

        This exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the issuance of the outstanding notes. Neither us nor any subsidiary guarantor will receive any proceeds from the issuance of the exchange notes. In consideration for issuing the outstanding notes as contemplated by this prospectus, we will receive the outstanding notes in like principal amount, the terms of which are identical in all material respects to the exchange notes. The outstanding notes surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any increase or decrease in our indebtedness.

        We used the net proceeds from the sale of the notes, after deducting expenses of the offering, including discounts to the initial purchasers, of approximately $174.0 million, together with cash on our balance sheet, to repay in full and terminate the bridge credit facility, including accrued and unpaid interest through the bridge repayment date.

53

CAPITALIZATION

        The following table presents our cash and cash equivalents and consolidated capitalization as of June 30, 2008: (a) on a historical basis and (b) on a pro forma basis to give effect to the exchange offer. This table should be read in conjunction with our consolidated financial statements and the notes to those statements included elsewhere in this offering memorandum, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "The Merger, Acquisitions and Related Financings."

		As of June 30, 2008 (in millions)
		Actual		Pro Forma
Cash and cash equivalents		$	39.3	$	39.0
Long-term debt (including current portion)
	Senior secured credit facility(1)		237.1		237.1
	Other debt		24.6		24.6
	Senior PIK Toggle Notes		179.9		179.9
Total debt(2)			441.6		441.6
Stockholders' equity			231.6		231.6
		$	673.2	$	673.2

(1)

Consists of amounts outstanding under the tranche A facility and tranche B facility, and excludes $100.0 million of additional availability under the revolving credit facility.

(2)

Excludes approximately $2.6 million of off-balance sheet guarantees of non-consolidated third-party debt in connection with our non-consolidated surgical facilities.

        In addition, as of June 30, 2008, we had $39.4 million of intercompany loans owed to us from our consolidated partnership subsidiaries, which amounts are eliminated in consolidation. These subsidiaries will not be guaranteeing the notes offered hereby.

54

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        The following unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2007 and for the six months ended June 30, 2008, respectively, and the unaudited pro forma condensed balance sheet as of June 30, 2008, were derived by applying the pro forma adjustments described below to our historical financial statements. The unaudited condensed balance sheet as of June 30, 2008 gives effect of transaction costs related to this note exchange. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2007 and for the six months ended June 30, 2008, respectively, give effect to the merger, acquisitions and related financings and the original note offering as if they had occurred on the first day of the period presented. For purposes of the presentation of the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2007, the Predecessor and Successor periods for 2007 have been combined. The unaudited pro forma adjustments are described below and in the accompanying notes, which should be read in conjunction with these unaudited pro forma condensed consolidated financial statements.

        The unaudited pro forma condensed consolidated financial statements give effect to the following transactions:

(i)

interest expense on the $179.9 million outstanding balance on the exchange notes, as of the beginning of the period presented from this offering, calculated assuming we paid interest entirely in kind for each interest period at an annual rate of 11.75%;



(ii)

interest expense on $250.0 million outstanding on our senior secured credit facility used to finance the merger (borrowings under the senior secured credit facility mature in 2013 and 2014 and are assumed to bear interest with an annual interest rate of 8.6% for the year ended December 31, 2007;



(iii)

amortization of deferred financing costs and other fees related to our existing senior secured credit facility (these costs were incurred as a result of the merger);



(iv)

capitalization and payment of deferred financing costs and other fees, and subsequent amortization of these costs, related to the notes offered and exchanged hereby;



(v)

stock options granted to certain employees at the time of the merger;



(vi)

an annual fee of $1.0 million paid to affiliates of Crestview in accordance with the new management agreement entered into in connection with the merger;



(vii)

our purchase of 55.0% of incremental ownership interest in a surgical facility in Cape Coral, Florida as described under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions and Developments" and resulting consolidation of its financial results into ours;



(viii)

our purchase of a 52.6% ownership interest in a surgical facility in Havertown, Pennsylvania as described under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions and Developments" and resulting consolidation of its financial results into ours;



(ix)

our purchase of additional management rights in seven surgical facilities that we own in California;



(x)

our purchase of 10.7% of an incremental ownership interest in our two surgical facilities located in Beverly Hills, California; 6.4% of additional ownership in a surgical facility located in Encino, California; 18.0% of incremental ownership interest in our surgical facility located in Arcadia, California and 16.7% of incremental ownership in a surgical facility located in

55

Irvine, California, as described under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions and Developments"; and

(xi)

our purchase from Neospine of ownership interest ranging from 20.0% to 50.0% in five surgical facilities located in Boulder, Colorado; Honolulu, Hawaii; Bristol and Nashville, Tennessee and Seattle, Washington as described under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions and Developments".

        The merger was accounted for as a purchase under the guidance set forth in Emerging Issues Task Force No. 88-16, Basis in Leveraged Buyout Transactions, and the acquisitions of ownership in the Cape Coral, Florida; Havertown, Pennsylvania; Beverly Hills and Encino, California; Boulder, Colorado; Bristol, Tennessee and Seattle, Washington surgical facilities were accounted for as business combinations using the purchase method of accounting in accordance with Statement of Financial Accounting Standards ("SFAS") No. 141, Business Combinations. The acquisition of ownership interests in Honolulu, Hawaii and Nashville, Tennessee; Arcadia and Irvine, California surgical facilities were accounted for using the equity method. The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited pro forma condensed consolidated financial information is presented for informational purposes only. The unaudited pro forma condensed consolidated financial information does not purport to represent what our results of operations or financial condition would have been had the merger, acquisitions, related financings and the offering actually occurred on the dates indicated and they do not purport to project our results of operations or financial condition for any future period or as of any future date. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the information contained in "The Merger, Acquisitions and Related Financings," "Selected Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes appearing elsewhere in this prospectus.

        The final purchase price allocation for the merger and the acquisitions will be dependent upon the finalization of asset and liability valuations. A final determination of these fair values will include our consideration of final valuations prepared by an independent third-party appraiser. These final valuations will be based on the actual net tangible and intangible assets that existed as of the closing dates of the merger and acquisitions. Any final adjustments may change the allocations of the purchase price, which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma condensed consolidated financial statements, including goodwill.

56

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2008

(in thousands)

		Historical			Adjustments			Pro Forma
ASSETS
Current assets:
	Cash and cash equivalents	$	39,316		$	(350	)(1)	$	38,966
	Accounts receivable, net		35,917			—			35,917
	Inventories		8,792			—			8,792
	Prepaid expenses and other current assets		8,965			—			8,965
	Income tax receivable		1,253			—			1,253
	Current assets of discontinued operations		936			—			936
	Total current assets		95,179			(350	)		94,829
	Land		3,684			—			3,684
	Buildings and improvements		46,634			—			46,634
	Furniture and equipment		45,209			—			45,209
	Computers and software		1,800						1,800
			97,327			—			97,327
Less accumulated depreciation			(10,913	)		—			(10,913	)
Property and equipment, net			86,414			—			86,414
Goodwill			554,021			—			554,021
Investments in and advances to affiliates			20,968			—			20,968
Other assets			12,594			350	(1)		12,944
Long-term assets of discontinued operations			2,781			—			2,781
Total assets		$	771,957		$	—		$	771,957
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable	$	4,730		$	—		$	4,730
	Accrued payroll and benefits		8,760			—			8,760
	Other accrued expenses		15,072			—			15,072
	Current maturities of long-term debt		7,807			—			7,807
	Current liabilities of discontinued operations		806			—			806
Total current liabilities			37,175			—			37,175
Long-term debt, less current maturities			433,891			—			433,891
Deferred income tax payable			21,883			—			21,883
Other liabilities			9,262			—			9,262
Long-term liabilities of discontinued operations			65			—			65
Minority interests			38,058			—			38,058
Total stockholders' equity			231,623			—			231,623
Total liabilities and stockholders' equity		$	771,957		$	—		$	771,957

(1)

Represents the payment of estimated transaction fees of $350,000 associated with this exchange offer.

57

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2007

(in thousands)

			Historical			Adjustments			Pro Forma
Revenues			$	304,305		$	15,368	(1)	$	319,673
Operating expenses:
	Salaries and benefits			83,811			4,097	(1)		86,954
							(954	)(4)
	Supplies			61,035			3,205	(1)		64,240
	Professional and medical fees			18,588			745	(1)		19,333
	Rent and lease expense			19,335			1,270	(1)		20,605
	Other operating expenses			23,883			502	(1)		24,385
		Cost of revenues		206,652			8,865			215,517
	General and administrative expense			31,873			647	(2)		22,713
							(8,983	)(4)
							(824	)(5)
	Depreciation and amortization			12,652			1,393	(1)		14,045
	Provision for doubtful accounts			4,449			488	(1)		4,937
	Income on equity investments			(16	)		1,037	(1)		1,021
	Impairment and loss on disposal of long-lived assets			372			—			372
	Gain on sale of long-lived assets			(915	)		—			(915	)
	Proceeds from insurance settlement, net			(161	)		—			(161	)
	Merger transaction expenses			7,522			(7,522	)(6)		—
		Total operating expenses		262,428			(4,899	)		257,529
Operating income				41,877			20,267			62,144
	Minority interests in (expense) income of consolidated subsidiaries			(23,341	)		(716	)(1)		(23,675	)
							382	(4)
	Interest expense, net			(19,991	)		(573	)(1)		(45,964	)
							(25,400	)(3)
Loss before income taxes and discontinued operations				(1,455	)		(6,040	)		(7,495	)
Provision (benefit) for income taxes				3,240			525	(1)		1,105
							(2,660	)(7)
Loss from continuing operations				(4,695	)		(3,905	)		(8,600	)
Loss from discontinued operations, net of taxes				(707	)		—			(707	)
Net loss			$	(5,402	)	$	(3,905	)	$	(9,307	)

See accompanying notes

58

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2008

(in thousands)

			Historical			Adjustments			Pro Forma
Revenues			$	163,614		$	1,180	(1)	$	164,794
Operating expenses:
	Salaries and benefits			44,435			269	(1)		44,704
	Supplies			33,002			135	(1)		33,137
	Professional and medical fees			9,141			48	(1)		9,189
	Rent and lease expense			11,043			81	(1)		11,124
	Other operating expenses			12,770			92	(1)		12,862
		Cost of revenues		110,391			625			111,016
	General and administrative expense			12,639			—			12,639
	Depreciation and amortization			7,222			155	(1)		7,377
	Provision for doubtful accounts			1,176			32	(1)		1,208
	Income on equity investments			(701	)		40	(1)		(661	)
	Impairment and loss on disposal of long-lived assets			473			—			473
	Gain on sale of long-lived assets			(668	)		—			(668	)
	Merger transaction expenses			—			—			—
		Total operating expenses		130,532			852			131,384
Operating income				33,082			328			33,410
	Minority interests in (expense) income of consolidated subsidiaries			(12,845	)		32	(1)		(12,813	)
	Interest expense, net			(21,204	)		(66	)(1)		(23,688	)
							(2,418	)(3)
Loss before income taxes and discontinued operations				(967	)		(2,124	)		(3,091	)
Provision (benefit) for income taxes				118			116	(1)		(721	)
							(955	)(7)
Loss from continuing operations				(1,085	)		(1,285	)		(2,370	)
Loss from discontinued operations, net of taxes				(2,005	)		—			(2,005	)
Net loss			$	(3,090	)	$	(1,285	)	$	(4,375	)

(1)

Includes the pro forma adjustments related to our acquisition of (i) 55.0% of incremental ownership in the Cape Coral, Florida surgical facility that was acquired on June 30, 2007; (ii) our acquisition of a 52.6% ownership in a surgical facility in Havertown, Pennsylvania on August 24, 2007; (iii) our purchase on December 27, 2007 of additional management rights in three surgical facilities that we own in California (iv) our purchase effective January 1, 2008 of 10.7% of incremental ownership in our two surgical facilities located in Beverly Hills, California and 6.4% of incremental ownership in a surgical facility located in Encino, California; (v) our purchase on February 21, 2008 of ownership ranging from 20.0% to 50.0% in five surgical facilities located in Boulder, Colorado; Honolulu, Hawaii; Bristol and Nashville, Tennessee and Seattle, Washington from Neospine; (vi) our purchase on May 31, 2008 of additional management rights in two surgical facilities that we own in California; and (vii) our purchase effective May 31, 2008 of 18.0% of incremental ownership in our surgical facility located in Arcadia, California and 16.7% of incremental ownership in a surgical facility located in Irvine, California. The following balances are subject to finalized purchase price adjustments.

See accompanying notes

59

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2008 (Continued)

(in thousands)

			Year Ended December 31, 2007			Six Months Ended June 30, 2008
Revenues			$	15,368		$	1,180
Operating expenses:
	Salaries and benefits			4,097			269
	Supplies			3,205			135
	Professional and medical fees			745			48
	Rent and lease expense			1,270			81
	Other operating expenses			502			92
		Cost of revenues		9,819			625
	General and administrative expense			—			—
	Depreciation and amortization			1,393			155
	Provision for doubtful accounts			488			32
	Loss on equity investments			1,037			40
		Total operating expenses		12,737			852
Operating income				2,631			328
	Minority interests in (expense) income of consolidated subsidiaries			(716	)		32
	Interest expense, net			(573	)		(66	)
Income before income taxes				1,342			294
Provision for income taxes				525			116
Net income			$	817		$	178

(2)

Represents a $1.0 million annual management fee payable to an affiliate of the Crestview funds under the new management agreement less amounts recorded in the historical statement of operations.

(3)

Represents the pro forma adjustments to interest expense resulting from our new capital structure as a result of the merger, including (i) reversal of interest expense associated with our former senior credit facility that was repaid as a result of the merger; (ii) reversal of interest expense associated with our bridge credit facility; and (iii) interest expense on borrowings from the original note offering. We repaid the bridge credit facility with proceeds from the original note offering

60

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2008 (Continued)

(in thousands)

and cash on hand. Pro forma adjustments to our interest expense are calculated as follows (in thousands):

	Year Ended December 31, 2007			Six Months Ended June 30, 2008
Pro forma adjustments related to our former senior credit facility:
Reverse amortization of deferred financing costs	$	322		$	—
Reverse interest expense recorded in historical amounts		5,331			—
Reverse fees recorded in historical amounts		115			—
Reversal of interest income related to our interest rate swap		(294	)		—
Total pro forma adjustments related to our former senior credit facility		5,474			—
Pro forma adjustments related to our bridge credit facility:
Reverse deferred financing costs expensed		1,347			2,494
Reverse interest expense recorded in historical amounts		5,776			6,248
Total pro forma adjustments related to our bridge credit facility		7,123			8,742
Pro forma adjustments related to our incurrence of new indebtedness on our senior secured credit facility:
Interest on new borrowings		(13,784	)		—
Amortization of deferred financing costs		(941	)		—
Amortization of non use fees for the revolving line of credit		(319	)		—
Interest expense related to our interest rate swap		(4	)		—
Total pro forma adjustments related to our incurrence of new indebtedness on our senior secured credit facility		(15,048	)		—
Pro forma adjustments related to our incurrence of new indebtedness from the original note offering:
Interest on borrowings from the original note offering		(22,307	)		(10,833	)
Amortization of deferred financing costs		(642	)		(327	)
Total pro forma adjustments related to our incurrence of new indebtedness from the original note offering		(22,949	)		(11,160	)
Net pro forma adjustments to interest expense	$	(25,400	)	$	(2,418	)

A 0.125% change in interest rates on the un-hedged portion of our senior secured credit facility would change annual cash interest expense by $125,000.

(4)

Represents the pro forma adjustments to salaries and benefits, general and administrative expenses and minority interests for compensation expense for our former stock incentive plan which was terminated as a result of the merger, the acceleration of vesting of restricted stock and stock

61

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2008 (Continued)

(in thousands)

options as a result of the merger and options granted pursuant to Holdings' new stock compensation plan. The pro forma adjustments are calculated as follows (in thousands):

		Year Ended December 31, 2007			Six Months Ended June 30, 2008
Pro forma adjustments to salaries and benefits:
	Reversal of compensation expense under the former plan	$	(260	)		—
	Reversal of nonrecurring compensation expense for the acceleration of vesting of stock options under the former plan		(710	)		—
	Compensation expense for stock options granted on August 31, 2007 under our new stock option plan		16			—
	Net adjustment to salaries and benefits		(954	)		—
Pro forma adjustments to general and administrative expenses:
	Reversal of compensation expense for restricted stock under the former plan		(523	)		—
	Reversal of compensation expense for stock options under the former plan		(1,955	)		—
	Reversal of nonrecurring compensation expense for the acceleration of vesting of restricted stock and stock options under the former plan		(7,329	)		—
	Compensation expense for stock options granted on August 31, 2007 under our new stock option plan		824			—
	Net adjustment to general and administrative expenses		(8,983	)		—
Pro forma adjustments to minority interests:
	Reversal of minority interests expense for stock options under the former plan		104			—
	Reversal of the nonrecurring minority interests expense related to the acceleration of vesting of stock options under the former plan		284			—
	Minority interests expense for stock options granted on August 31, 2007 under our new stock option plan		(6	)		—
Net adjustment to minority interests		$	382			—

(5)

Represents the elimination of nonrecurring expenses recorded in historical amounts of (i) payroll tax expense incurred with the payment for restricted stock and options in connection with the merger of approximately $184,000 and (ii) insurance expense incurred as a result of the merger of approximately $640,000.

(6)

Represents the elimination of nonrecurring merger transactions expenses incurred in connection with the merger recorded in historical amounts.

(7)

Income tax benefit on the pro forma adjustments using the effective tax rate of the respective periods.

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SELECTED FINANCIAL AND OPERATING DATA

        The following selected consolidated financial and other data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated financial statements and unaudited condensed consolidated financial statements and the related notes included elsewhere in this prospectus. The selected consolidated statement of operations data set forth below for each of the two years in the period ended December 31, 2006 (predecessor) and for the periods from January 1, 2007 to August 23, 2007 (predecessor) and August 24, 2007 to December 31, 2007, and the selected consolidated balance sheet data set forth below at December 31, 2006 and 2007, are derived from our audited consolidated financial statements that are included elsewhere in this prospectus. Predecessor financial data reflects historical financial data of Symbion, Inc. prior to the merger. To assist in the comparability of our financial statements and facilitate an understanding of our results of operations, we have presented the information for the year ended December 31, 2007 on a predecessor period and successor period combined basis. The selected consolidated statement of operations data set forth below for the years ended December 31, 2003 and 2004, and the selected consolidated balance sheet data set forth below at December 31, 2003, 2004 and 2005, are derived from our audited consolidated financial statements that are not included in this prospectus. The selected historical financial and operating data as of and for the six months ended June 30, 2007, and 2008 were derived from our unaudited condensed consolidated financial statements, and in management's opinion, reflect all adjustments, consisting of normal accruals, necessary for a fair presentation of the information for these periods. The historical results presented below are not necessarily indicative of the results to be expected for any future period.

	Predecessor
	Year Ended December 31,												Six Months Ended June 30, 2007 (unaudited)												Six Months Ended June 30, 2008 (unaudited)
																						Year Ended December 31, 2007 (Combined)(1)
																January 1, 2007 to August 23, 2007			August 24, 2007 to December 31, 2007
	2003			2004			2005			2006
	(dollars in thousands)																		(dollars in thousands)
Consolidated Statement Of Operations Data:
Revenues	$	153,602		$	194,480		$	241,877		$	285,387		$	153,890		$	197,665		$	106,640		$	304,305		$	163,614
Cost of revenues		101,423			125,143			148,214			181,950			101,954			132,841			73,811			206,652			110,391
General and administrative expense		15,874			18,449			21,993			24,407			12,022			23,961			7,912			31,873			12,639
Depreciation and amortization		8,004			9,467			11,575			11,913			6,001			7,920			4,732			12,652			7,222
Provision for doubtful accounts		1,949			3,376			3,827			3,952			2,195			2,691			1,758			4,449			1,176
(Income) loss on equity investments		(402	)		(1,272	)		(1,273	)		(2,423	)		(199	)		5			(21	)		(16	)		(701	)
Impairment and loss on disposal of long-lived assets		437			271			1,541			1,162			245			319			53			372			473
Gain on sale of long-lived assets		(571	)		(250	)		(1,785	)		(1,808	)		(506	)		(596	)		(319	)		(915	)		(668	)
Proceeds from insurance settlement, net		—			—			—			(410	)		(161	)		(161	)		—			(161	)		—
Proceeds from litigation settlement, net		—			—			—			(588	)		—			—			—			—			—
Merger transaction expenses		—			—			—			—			1,650			7,522			—			7,522			—
Total operating expenses		126,714			155,184			184,092			218,155			123,201			174,502			87,926			262,428			130,532
Operating income		26,888			39,296			57,785			67,232			30,689			23,163			18,714			41,877			33,082
Minority interests in income of consolidated subsidiaries		(9,029	)		(14,899	)		(24,952	)		(28,294	)		(12,753	)		(15,656	)		(7,685	)		(23,341	)		(12,845	)
Interest expense, net		(5,216	)		(4,571	)		(4,884	)		(7,108	)		(3,926	)		(5,228	)		(14,763	)		(19,991	)		(21,204	)
Income (loss) before income taxes and discontinued operations		12,643			19,826			27,949			31,830			14,010			2,279			(3,734	)		(1,455	)		(967	)
Provision (benefit) for income taxes		(3,214	)		7,633			10,428			12,254			5,663			4,016			(776	)		3,240			118
Income (loss) from continuing operations		15,857			12,193			17,521			19,576			8,347			(1,737	)		(2,958	)		(4,695	)		(1,085	)
Gain (loss) from discontinued operations, net of taxes		1,667			1,359			1,534			(783	)		(374	)		(438	)		(269	)		(707	)		(2,005	)
Net income (loss)	$	17,524		$	13,552		$	19,055		$	18,793		$	7,973		$	(2,175	)	$	(3,227	)	$	(5,402	)	$	(3,090	)
Cash Flow Data—continuing operations:
Net cash provided by operating activities—continuing operations	$	17,125		$	25,395		$	40,121		$	30,901		$	14,459		$	15,249		$	13,182		$	28,431		$	21,543
Net cash used in investing activities—continuing operations		(64,502	)		(100,904	)		(68,592	)		(64,486	)		(4,179	)		(33,788	)		(17,604	)		(51,392	)		(17,719	)
Net cash (used in) provided by financing activities—continuing operations		47,406			84,875			32,033			32,413			(9,447	)		41,580			(2,083	)		39,497			(11,006	)
Other Data:
EBITDA(2)	$	25,863		$	33,864		$	44,408		$	50,851		$	23,937		$	15,427		$	15,761		$	31,188		$	27,459
Cases		115,245			157,232			183,351			214,180			110,240									223,539			116,105
Consolidated surgical facilities(3)		32			41			40			41			41									43			47
Equity method surgical facilities		4			4			7			6			6									7			10
Surgical facilities managed but not owned as of the end of the period(4)		8			9			9			9			9									8			8
Total surgical facilities as of the end of period(5)		44			54			56			56			56									58			65

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	Predecessor
	As of December 31,
									As of December 31, 2007		As of June 30, 2008 (unaudited)
	2003		2004		2005		2006
	(dollars in thousands)								(dollars in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	16,199	$	22,712	$	27,313	$	26,909	$	44,656	$	39,316
Working capital(6)		25,979		41,455		48,784		56,643		70,617		58,004
Total assets		252,784		365,761		436,378		503,806		768,813		771,957
Total long-term debt, less current maturities		99,419		69,721		101,909		136,533		428,925		433,891
Total stockholders' equity		104,015		237,998		260,058		285,279		233,286		231,623

(1)

The combined column includes the statement of operations of the Predecessor for the period January 1, 2007 to August 23, 2007 and the statement of operations of Symbion, Inc., the "Successor," for the period August 24, 2007 to December 31, 2007. The Predecessor and Successor have different bases of accounting and accordingly, the presentation of the combined statement of operations of the Predecessor and Successor is not in accordance with generally accepted accounting principles.

(2)

When we use the term "EBITDA," we are referring to income (loss) from continuing operations plus (a) income tax expense (benefit), (b) interest expense, net and (c) depreciation and amortization.

We use EBITDA as a measure of liquidity. We have included it because we believe that it provides investors with additional information about our performance as well as our ability to incur and service debt and make capital expenditures. We also use EBITDA, with some variation in the calculation, to determine our compliance with some of the covenants under the notes offered hereby and our senior credit facility, as well as to determine the interest rate and commitment fee payable under the new senior credit facility.

EBITDA is not a measurement of financial performance or liquidity under generally accepted accounting principles. It should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating, investing or financing activities, or any other measure calculated in accordance with generally accepted accounting principles. The items excluded from EBITDA are significant components in understanding and evaluating financial performance and liquidity. Our calculation of these measures may not be comparable to similarly titled measures reported by other companies.

(3)

Represents consolidated surgical facilities from continuing operations.

The following table reconciles EBITDA to net income (loss):

		Predecessor
		Year Ended December 31,											Six Months Ended June 30, 2007 (unaudited)											Six Months Ended June 30, 2008 (unaudited)
															January 1, 2007 to August 23, 2007 (unaudited)			August 24, 2007 to December 31, 2007 (unaudited)			Year Ended December 31, 2007 (Combined)(1) (unaudited)
		2003			2004			2005			2006
		(unaudited)
		(dollars in thousands)																(dollars in thousands)
Net income (loss)		$	17,524		$	13,552		$	19,055		$	18,793	$	7,973	$	(2,175	)	$	(3,227	)	$	(5,402	)	$	(3,090	)
	Depreciation and amortization		8,004			9,467			11,575			11,913		6,001		7,920			4,732			12,652			7,222
	Interest expense, net		5,216			4,571			4,884			7,108		3,926		5,228			14,763			19,991			21,204
	Income taxes		(3,214	)		7,633			10,428			12,254		5,663		4,016			(776	)		3,240			118
	Gain (loss) on discontinued operations, net of taxes		(1,667	)		(1,359	)		(1,534	)		783		374		438			269			707			2,005
EBITDA		$	25,863		$	33,864		$	44,408		$	50,851	$	23,937	$	15,427		$	15,761		$	31,188		$	27,459

(4)

Represents surgical facilities that we manage but in which we do not have ownership.

(5)

Includes surgical facilities reported as continuing operations and surgical facilities that we manage but in which we do not have ownership.

(6)

Current assets less current liabilities.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with "Selected Financial and Operating Data" and our audited consolidated financial statements and related notes included elsewhere in this report. To assist in the comparability of our financial statements and facilitate an understanding of our results of operations, we have presented the information for the year ended December 31, 2007 on a predecessor period and successor period combined basis. This discussion contains forward-looking statements that involve risks and uncertainties. For additional information regarding some of the risks and uncertainties that affect our business and the industry in which we operate, please read "Risk Factors" found elsewhere in this prospectus. Our actual results may differ materially from those estimated or projected in any of these forward-looking statements.

Executive Overview

        We own and operate a national network of short stay surgical facilities in 26 states, which includes ambulatory surgery centers and surgical hospitals. Our surgical facilities primarily provide non-emergency surgical procedures across many specialties, including, among others, orthopedics, pain management, gastroenterology and ophthalmology. We own our surgical facilities in partnership with physicians and in some cases health care systems in the markets and communities we serve. We apply a market-based approach in structuring our partnerships, with individual market dynamics driving the structure. We believe this approach aligns our interests with those of our partners. As of June 30, 2008, we owned and operated 59 surgical facilities, including 56 ambulatory surgery centers and three surgical hospitals. We also managed eight additional ambulatory surgery centers. We own a majority interest in 40 of the 59 surgical facilities and consolidate 49 of these facilities for financial reporting purposes. We are reporting two of the 59 surgical facilities as discontinued operations. In addition to our surgical facilities, we also manage two physician networks, including one physician network in a market in which we operate an ambulatory surgery center.

        We have benefited from both the growth in overall outpatient surgery cases as well as the migration of surgical procedures from the hospital to the surgical facility setting. Advancements in medical technology, such as lasers, arthroscopy and enhanced endoscopic techniques, have reduced the trauma of surgery and the amount of recovery time required by patients following a surgical procedure. Improvements in anesthesia also have shortened the recovery time for many patients and have reduced post-operative side effects such as pain, nausea and drowsiness. These medical advancements have enabled more patients to undergo surgery in a surgical facility setting.

        We continue to focus on increasing cases at our same store facilities and acquiring facilities that we believe have favorable growth potential. We are also focused on developing new facilities. We have an active development pipeline with two facilities currently under development. These facilities are scheduled to open in 2008 and early 2009. To execute our growth strategy, we intend to target one to three surgical facility acquisitions and one to three surgical facility developments annually. In addition to the five surgical facilities that we have already acquired in 2008 and the two facilities that are currently under development, we expect to continue our development efforts through the acquisition and development of additional facilities.

        During the first six months of 2008, we acquired incremental ownership in five of our existing surgical facilities and acquired ownership in five other surgical facilities in which we did not previously hold ownership. Six of these surgical facilities are consolidated for financial reporting purposes. We acquired additional management rights in two of the facilities. One of the five facilities that we acquired in 2008 was a newly developed surgical facility that opened in the fourth quarter of 2007. See "—Acquisitions and Developments." During the first six months of 2008, we opened three of the five surgical facilities that were under development as of December 31, 2007. We consolidate one of these surgical facilities for financial reporting purposes and account for two as investments under the equity method.

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        During 2007, we acquired incremental ownership in one surgical facility, acquired ownership in two other surgical facilities in which we did not previously hold ownership and acquired additional management rights at three of our existing surgical facilities. We consolidate for financial reporting purposes and hold majority ownership in these three surgical facilities. We also opened three surgical facilities in 2007 that were under development in 2006, and we began development of another surgical facility in 2007. See "—Acquisitions and Developments."

        During the second quarter of 2008, we issued the outstanding notes. The notes are unsecured senior obligations and rank equally with our existing and future senior indebtedness, senior to all of our future subordinated indebtedness and effectively junior to our secured indebtedness to the extent of the value of the collateral securing such indebtedness. The proceeds from the issuance of the notes were used exclusively to repay the bridge facility entered into in connection with the Merger.

Merger with an Affiliate of Crestview Partners, L.P.

        On August 23, 2007, we were acquired by an investment group led by Crestview through a merger. As a result of this merger, we no longer have publicly traded equity securities.

        In order to consummate the merger, Crestview formed Parent and Symbol Merger Sub, Inc., a wholly-owned subsidiary of Parent. Symbol Merger Sub, Inc. merged with and into the Company with the Company being the surviving corporation. Parent was converted into Holdings, which became the parent holding company of Symbion, Inc. by virtue of the Merger.

        Holdings was capitalized with a $245.0 million cash contribution by Crestview and its affiliated funds and co-investors. In addition, certain members of Symbion's management made a rollover equity contribution of Symbion shares and options to purchase common stock valued at the predecessor basis of $2,000. The fair value of the rollover contribution was $8.4 million. These rollover shares were exchanged for shares and options to purchase shares of common stock of Holdings. Following the Merger, Crestview and its affiliated funds and co-investors owned 96.7% of Holdings and members of management owned 3.3% of Holdings.

        We accounted for the Merger using the purchase method of accounting. As a result, we recorded goodwill of $539.5 million. We are currently in the process of obtaining valuations of the acquired tangible and intangible assets and, accordingly, the initial purchase price allocation is preliminary and subject to change.

Revenues

        Our revenues consist of patient service revenues, physician service revenues and other service revenues. Patient service revenues are revenues from surgical or diagnostic procedures performed in each of the facilities that we consolidate for financial reporting purposes. The fee charged for a procedure varies depending on the procedure, but usually includes all charges for usage of an operating room, a recovery room, special equipment, supplies, nursing staff and medications. Also, in a very limited number of surgical facilities, we charge for anesthesia services. The fee normally does not include professional fees charged by the patient's surgeon, anesthesiologist or other attending physicians, which are billed directly by such physicians to the patient or third-party payor. Patient service revenues are recognized on the date of service, net of estimated contractual adjustments and discounts for third-party payors, including Medicare and Medicaid. Changes in estimated contractual adjustments and discounts are recorded in the period of change.

        Physician service revenues are revenues from physician networks consisting of reimbursed expenses, plus participation in the excess of revenues over expenses of the physician networks, as provided for in our service agreements with our physician networks. Reimbursed expenses include the costs of personnel, supplies and other expenses incurred to provide the management services to the physician networks. We recognize physician service revenues in the period in which reimbursable

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expenses are incurred and in the period in which we have the right to receive a percentage of the amount by which a physician network's revenues exceed its expenses. Physician service revenues are based on net billings with any changes in estimated contractual adjustments reflected in service revenues in the subsequent period.

        Other service revenues consists of management and administrative service fees derived from the non-consolidated facilities that we account for under the equity method, management of surgical facilities in which we do not own an interest and management services we provide to physician networks for which we are not required to provide capital or additional assets. The fees we derive from these management arrangements are based on a pre-determined percentage of the revenues of each surgical facility and physician network. We recognize other service revenues in the period in which services are rendered.

        The following tables summarize our revenues by service type as a percentage of revenues for the periods indicated:

		Six Months Ended June 30,						Year Ended December 31,
		2008			2007			2007			2006
Revenues by Service Type:
Patient service revenues			95	%		95	%		95	%		95	%
Physician service revenues			2			2			2			1
Other service revenues			3			3			3			4
	Total		100	%		100	%		100	%		100	%

Payor Mix

        Our revenues are comprised of patient service revenues, physician service revenues and other service revenues. Our patient service revenues relate to fees charged for surgical or diagnostic procedures performed at surgical facilities that we consolidate for financial reporting purposes. Approximately 95% of our revenues are patient service revenues. The following table sets forth by type of payor the percentage of our patient service revenues generated in the periods indicated:

		Six Months Ended June 30,						Year Ended December 31,
		2008			2007			2007			2006
Payor Mix:
Private Insurance			72	%		74	%		73	%		76	%
Government			22			21			21			19
Self-pay			4			4			4			3
Other			2			1			2			2
	Total		100	%		100	%		100	%		100	%

Case Mix

        We primarily operate multi-specialty facilities where physicians perform a variety of procedures in specialties, including orthopedics, pain management, gastroenterology and ophthalmology, among others. We believe this diversification helps to protect us from any adverse pricing and utilization trends in any individual procedure type and results in greater consistency in our case volume.

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        The following table sets forth the percentage of cases in each specialty performed at surgical facilities which we consolidate for financial reporting purposes for the six months ended June 30, 2008 and 2007 and for the years ended December 31, 2007 and December 31, 2006:

		Six Months Ended June 30,						Year Ended December 31,
		2008			2007			2007			2006
Specialty Mix:
Ear, nose and throat			7.2	%		8.3	%		7.3	%		7.6	%
Gastrointestinal			27.8			25.3			26.7			26.4
General surgery			4.1			5.1			5.0			4.9
Obstetrics/gynecology			3.1			3.7			3.6			4.0
Ophthalmology			14.8			13.7			14.0			13.8
Orthopedic			16.7			16.3			16.5			16.6
Pain management			15.4			15.5			15.4			15.6
Plastic surgery			3.0			3.3			3.2			3.1
Other			7.9			8.8			8.3			8.0
	Total		100.0	%		100.0	%		100.0	%		100.0	%

Case Growth

Same Store Information

        We define same store facilities as those facilities that were operating throughout the respective six month and year end periods listed below in 2008, 2007 and 2006. For the comparison of same store facilities provided below, we have also included the results of three recently opened surgical facilities within markets served by other surgical facilities in which we own an interest. Two of the recently opened surgical facilities are consolidated for financial reporting purposes, the other is accounted for using the equity method. Management believes that it is appropriate to include the results of both recently opened surgical facilities in the same store facility information below based on the following considerations: (1) the migration of cases from the existing surgical facilities to the new surgical facilities, (2) the waiver of the restriction on ownership applicable to the owners of the existing facilities that allows certain owners of the existing facilities to own an interest in the new surgical facilities and (3) the resulting enhancement of our market position by leveraging management services and capacity.

        The following same store facility table includes both consolidated surgical facilities from continuing operations that are included in revenue and non-consolidated surgical facilities that are not reported in our revenue as we account for these surgical facilities using the equity method. This same store facilities table is presented to allow comparability to other companies in our industry for the periods indicated:

	Six Months Ended June 30,				Year Ended December 31,
	2008			2007	2007			2006
Cases		121,641		123,817		231,452		224,048
Case growth		(1.8	)%	N/A		3.3	%	N/A
Net patient service revenue per case	$	1,449		$1,348	$	1,291		$1,365
Net patient service revenue per case growth		7.5	%	N/A		(5.4	)%	N/A
Number of same store surgical facilities		49		N/A		44		N/A

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        The following same store facility table is presented for purposes of explaining changes in our consolidated financial results. With respect to the years ended December 31, 2006 and 2007, one of the surgical facilities recently opened within the market served by another surgical facility is accounted for using the equity method. Therefore, the cases migrating from the existing surgical facility to the new surgical facility are not included in our consolidated results. The new facility is a single specialty surgical facility focused on spine procedures. With respect to the six months ended June 30, 2007 and 2008, the results below include the consolidation of an existing surgical facility that was previously accounted for using the equity method. We acquired an incremental ownership in this facility during 2007 and, as a result, began consolidating the facility for financial reporting purposes. Accordingly, the table below includes same store facility data for surgical facilities from continuing operations that we consolidate for financial reporting purposes for the periods indicated:

	Six Months Ended June 30,				Year Ended December 31,
	2008			2007	2007			2006
Cases		111,093		109,813		200,571		198,413
Case growth		1.2	%	N/A		1.1	%	N/A
Net patient service revenue per case	$	1,344		$1,327	$	1,252		$1,283
Net patient service revenue per case growth		1.3	%	N/A		(2.4	)%	N/A
Number of same store surgical facilities		44		N/A		38		N/A

Consolidated Information

        The following table sets forth information for all surgical facilities included in continuing operations that we consolidate for financial reporting purposes for the periods indicated. Accordingly, the table includes surgical facilities that we have acquired, developed or disposed of since January 1, 2006.

	Six Months Ended June 30,					Year Ended December 31,
	2008			2007		2007			2006
Cases		116,105			110,240		223,539			210,346
Case growth		5.3	%		N/A		6.3	%		N/A
Net patient service revenue per case		1,340			1,327	$	1,294		$	1,283
Net patient service revenue per case growth		1.0	%		N/A		0.9	%		N/A
Number of surgical facilities operated as of end of the period(1)		65			56		58			56
Number of consolidated surgical facilities(2)		47			41		43			41

(1)

Includes surgical facilities that we manage but in which we have no ownership.



(2)

Surgical facilities included in continuing operations.

Operating Trends

        We are dependent upon private and governmental third-party sources of payment for the services that we provide. The amount that our surgical facilities and networks receive in payment for their services may be adversely affected by market and cost factors as well as other factors over which we have no control, including Medicare, Medicaid and state regulations and the cost containment and utilization decisions and reduced reimbursement schedules of third-party payors.

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        Some of our payments come from third-party payors with which our surgical facilities do not have a written contract. In those situations, commonly known as "out-of-network" services, we generally charge the patients the same co-payment or other patient responsibility amounts that we would have charged had our surgical facility had a contract with the payor. We also submit a claim for the services to the payor along with full disclosure that our surgical facility has charged the patient an in-network patient responsibility amount. Historically, those third-party payors who do not have contracts with our surgical facilities have typically paid our claims at higher than comparable contracted rates. However, there is a growing trend for third-party payors to adopt out-of-network fee schedules that are more comparable to our contracted rates or to take other steps to discourage their enrollees from seeking treatment at out-of-network surgical facilities. In certain situations, we have seen an increase in the volume of cases in those instances where we transition from out-of-network to in-network billing, although we experience an overall decrease in revenues to the surgical facility. We can provide no assurance that we will see an increase in the volume of cases where we transition from out-of-network to in-network in amounts that compensate for a decrease in per case revenues.

        Another recent trend is the consolidation of third-party payors. As a result of payor consolidation in certain markets, typically low volume payors with which our surgical facilities have a written contract have allowed recently acquired payors to access their network. As a result, payors with which we did not negotiate a written contract are now paying at contracted rates. The contracted rates are typically lower than rates paid for out-of-network services. We have specifically experienced this trend in one of our surgical facilities in Missouri.

        We have experienced difficulty from some payors in adjudicating claims properly and submitting timely payments as a result of integration issues certain payors have experienced through the consolidation with other payors. We have specifically experienced this trend at our California surgical facilities. During the fourth quarter of 2007, in an effort to address some of these payor issues, we cancelled contracts with certain third-party payors in California and Missouri, effective in the first quarter of 2008.

        Our operating margin for the six months ended June 30, 2008 increased to 20.2% from 19.9% for the six months ended June 30, 2007. As previously mentioned, the cancellation of contracts with certain third-party payors in California and Missouri was effective in the first quarter of 2008. As a result, during the second quarter, we have received payments on claims at rates higher than the previously contracted rates. This change in reimbursement has had a positive impact on our operating margins. However, the positive impact was offset by the opening of three facilities during the first half of 2008, which we began developing in 2007. As of June 30, 2008, we had two surgical facilities under development.

        During 2007, we opened three surgical facilities we began developing in 2006. As of December 31, 2007, we had five surgical facilities under development, three of which opened in the first six months of 2008. The development of a surgical facility has a negative impact on operating margins until the facility is opened and completes an initial ramp-up phase.

        The Medicare program's ambulatory surgery center payment system has been the subject of recent Congressional action. The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 directed the CMS to develop a new ambulatory surgery center payment system that is based on Medicare's hospital outpatient department payment system. On July 16, 2007, CMS released a final rule to implement the new Medicare ambulatory surgery center payment system. Under the final rule, which became effective on January 1, 2008, ambulatory surgery center payment rates are based on the Ambulatory Payment Classifications that are used to group surgical procedures under the hospital outpatient prospective payment system ("OPPS"). In addition, the final rule adds 790 procedures to Medicare's list of approved ambulatory surgery center procedures and authorizes ambulatory surgery centers to bill separately for certain ancillary procedures. The final rule does, however, limit reimbursement for surgical procedures that are added to the approved ambulatory surgery center

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procedure list on or after January 1, 2008, and that are commonly performed in physician offices, to the lesser of the non-facility practice expense payment under the Medicare physician fee schedule or the new ambulatory surgery center payment rates for those procedures. On November 1, 2007, CMS released a final rule establishing ambulatory surgery center rates and the ambulatory surgery center list of payable procedures utilizing the new ambulatory surgery center Medicare payment system. Under the final rule, ambulatory surgery centers generally will be paid approximately 65.0% of the applicable hospital OPPS rates. The new ambulatory surgery center payment rates will be phased in over a four year period and will apply to services provided on or after January 1, 2008. Newly approved procedures are not subject to the phase-in and are paid at the 2008 rate.

        New rules governing Medicare payments to our facilities licensed as surgical hospitals have also been adopted recently. On August 2, 2007, CMS issued a final rule that, beginning in fiscal year 2008, replaces the hospital Inpatient Prospective Payment System's existing 538 diagnosis related groups ("DRGs") with 745 Medicare Severity DRGs that are intended to better recognize each patient's severity of illness. The new Medicare Severity DRGs are expected to increase payments to hospitals that treat more severely ill and costlier patients and decrease payments to hospitals that generally treat less severely ill persons. On July 31, 2008, CMS released the final 2009 IPPS rule. In addition to providing for a 3.6% increase in reimbursement rates, the final rule revises the requirements relating to disclosure to patients of physician ownership and investment interests in hospitals and contains other revisions to the physician self-referral requirements with which the hospitals must comply.

        While difficult to predict, the ultimate impact of the changes to the Medicare program's payment systems on our facilities' performance will depend on a number of factors, including, but not limited to, each surgical facility's case mix and, in the case of our ambulatory surgery centers, our ability to realize increased volume from the expanded list of approved ambulatory surgery center procedures and whether payment rates for services performed in our surgery center are maintained, increased or decreased. Moreover, additional legislation may be introduced in Congress to further refine Medicare's payment systems, and we cannot predict whether any such legislation will pass.

Acquisitions and Developments

2008 Activities

        Effective January 1, 2008, we acquired incremental ownership in three of our existing surgical facilities located in California. We acquired incremental ownership of 10.7% in each of our two surgical facilities located in Beverly Hills, California for an aggregate of $2.5 million and 6.4% incremental ownership in our surgical facility located in Encino, California for $2.0 million. Prior to the acquisition, we owned 55.1% and 57.0% of the two Beverly Hills, California surgical facilities and 55.5% of the Encino, California surgical facility. The purchase price was financed with cash from operations.

        Effective February 21, 2008, we acquired ownership in five surgical facilities specializing in spine, orthopedic and pain management procedures located in Boulder, Colorado; Honolulu, Hawaii; Bristol and Nashville, Tennessee; and Seattle, Washington for an aggregate of $5.8 million of cash plus the assumption of $4.7 million in debt and contingent consideration of up to $3.0 million subject to earn out provisions based on EBITDA for the year ended December 31, 2008. We will record a liability for the contingency if and when it becomes distributable, or determinable beyond a reasonable doubt. We acquired ownership ranging from 20.0% to 50.0% in these surgical facilities. One of the five facilities that we acquired in 2008 was a newly developed surgical facility that opened in the fourth quarter of 2007. Three of these surgical facilities are consolidated for financial reporting purposes. The aggregate purchase price was financed with cash from operations. We also entered into management agreements with each of these surgical facilities.

        Effective May 31, 2008, we acquired additional management rights and an incremental ownership in two of our existing surgical facilities located in California for an aggregate purchase price of $3.4 million. We acquired an incremental ownership of 16.7% in our surgical facility located in Irvine,

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California and an incremental ownership of 18.0% in our surgical facility located in Arcadia, California. The purchase price was financed with cash from operations.

        During the first six months of 2008, we opened three of the five surgical facilities that were under development as of December 31, 2007. We consolidate one of these surgical facilities for financial reporting purposes and account for two as investments under the equity method.

2007 Activities

        On June 30, 2007, we acquired 55.0% incremental ownership in a multi-specialty surgical facility located in Cape Coral, Florida, in which we already owned 10.0%. The purchase price was $17.0 million, including $1.7 million of assumed debt, and was financed with additional debt under our former senior credit facility.

        On August 24, 2007, we acquired a 52.6% ownership in a multi-specialty surgical facility in Havertown, Pennsylvania for $4.1 million. On December 19, 2007, we acquired a 71.5% interest in a multi-specialty surgical facility in Columbus, Georgia for $141,000 and merged the operations of this surgical facility into an existing surgical facility in the same market. The aggregate purchase price was financed with proceeds from the merger financing. We have a majority interest in and consolidate for financial reporting purposes these two surgical facilities. We also entered into management agreements with each of these surgical facilities.

        On December 27, 2007, we acquired additional management rights at three of our existing surgical facilities located in California for an aggregate of $4.8 million. The additional management rights entitle us to retain a larger percentage of the fee for management services provided to these surgical facilities. The purchase price was financed with proceeds from the merger financing.

        We began development of one surgical facility during 2007 and opened three of the surgical facilities that we began developing in 2006 during the last four months of the year. Our investment related to these surgical facilities opened was approximately $4.2 million. We financed these investments using cash from operations and funds available under our former senior credit facility. We own a majority interest in one of these three surgical facilities opened in 2007 and we consolidate it for financial reporting purposes. We also entered into management agreements with each of these surgical facilities. As of December 31, 2007, we had five surgical facilities under development, and we anticipate opening four in 2008 and one in early 2009.

2006 Activities

        During 2006, we acquired three surgical facilities and opened one additional surgical facility that we developed. We have a majority interest in and consolidate for financial reporting purposes three of the surgical facilities. We entered into management agreements with each of these surgical facilities. Our investment related to these surgical facilities was about $46.6 million. We financed these investments using cash from operations and funds available under our former senior credit facility. We also began the initial development of seven additional surgical facilities.

2005 Activities

        During 2005, we acquired six surgical facilities and opened one additional surgical facility that we developed. We have a majority interest in and consolidate for financial reporting purposes four of the surgical facilities. We entered into management agreements with each of these surgical facilities. Our investment related to these surgical facilities was about $54.9 million. We financed these investments using cash from operations and funds available under our former senior credit facility.

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Discontinued Operations and Divestitures

        From time to time, we evaluate our portfolio of surgical facilities to ensure the facilities are performing as we expect. We have previously identified three underperforming ambulatory surgery centers and one diagnostic center that we consolidate for financial reporting purposes. We committed to a plan to divest our interest in these facilities. During the second quarter of 2008, we sold our interest in one ambulatory surgery center located in Savannah, Georgia for net proceeds of $460,000. We recognized a loss on the sale of $1.5 million during the quarter that is included in earnings from discontinued operations. During the second quarter of 2007, we sold the diagnostic center. In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, these facilities' assets, liabilities, revenues and expenses and cash flows have been reclassified as discontinued operations for all periods presented.

        Revenues, the gain or loss on operations before income taxes, the gain or loss on operations, net of taxes, the gain or loss on the sale from discontinued operations, net of taxes, and the total gain or loss from discontinued operations, net of taxes, for the six months ended June 30, 2008 and 2007 and the years ended December 31, 2007, 2006 and 2005 were as follows (in thousands):

	Six Months Ended June 30,						Years Ended December 31,
	2008			2007			2007			2006			2005
	(unaudited)
Revenues	$	3,943		$	5,870		$	9,803		$	19,128		$	23,867
(Loss) gain on operations before income taxes	$	(781	)	$	(856	)	$	(1,522	)	$	(1,094	)	$	2,496
Income tax expense (benefit)	$	(170	)	$	(350	)	$	(580	)	$	(420	)	$	962
(Loss) gain on sale, net of taxes	$	(1,394	)	$	132		$	235		$	(109	)	$	—
(Loss) gain from discontinued operations, net of taxes	$	(2,005	)	$	(374	)	$	(707	)	$	(783	)	$	1,534

        As of June 30, 2008 and 2007 and December 31, 2007 and 2006 we owned two, four, three and four surgical facilities, respectively, that are classified as discontinued operations.

        In March 2008, we sold our investment in one surgical facility, which was not included in discontinued operations, for a net loss of $74,000. Our ownership in this surgical facility was accounted for as an investment under the equity method. We will provide consulting services to this surgical facility through 2010.

        In May 2007, we sold one surgical facility, which was not included in discontinued operations, for a net gain of $82,000. During 2006, we divested of two surgical facilities that were recorded as equity investments.

        During 2005, we sold our 51.0% ownership in a diagnostic center located in Erie, Pennsylvania for $100,000 in cash and a $1.0 million promissory note payable on August 31, 2005. We received payment in full for the promissory note during the third quarter of 2005. Also during 2005, we closed a surgical facility located in Edmond, Oklahoma and sold the surgical facility's land and building. In connection with the closure of the surgical facility, including the sale of the real estate, we recorded a net pre-tax loss of approximately $600,000 during 2005.

Critical Accounting Policies

        Our significant accounting policies and practices are described in Note 3 of our annual consolidated financial statements included elsewhere in this report. In preparing our consolidated financial statements in conformity with accounting principles generally accepted in the United States, our management must make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of

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revenues and expenses during the reporting period. Certain accounting estimates are particularly sensitive because of their complexity and the possibility that future events affecting them may differ materially from our current judgments and estimates. Our actual results could differ from those estimates. We believe that the following critical accounting policies are important to the portrayal of our financial condition and results of operations and require our management's subjective or complex judgment because of the sensitivity of the methods, assumptions and estimates used. This listing of critical accounting policies is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles in the United States, with no need for management's judgment regarding accounting policy.

Consolidation and Control

        Our consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, as well as our interests in surgical facilities that we control through our ownership of a majority voting interest or other rights granted to us by contract as the sole general partner or manager to manage and control the business. The rights of the limited partners or minority members in these surgical facilities are generally limited to those that protect their ownership, including the right to approve of the issuance of new ownership interests, and those that protect their financial interests, including the right to approve the acquisition or divestiture of significant assets or the incurrence of debt that physician limited partners or members are required to guarantee on a pro rata basis based upon their respective ownership, or that exceeds 20.0% of the fair market value of the surgical facility's assets. All significant intercompany balances and transactions, including management fees from consolidated surgical facilities, are eliminated in consolidation.

        We also hold non-controlling interests in some surgical facilities over which we exercise significant influence. Significant influence includes financial interests, duties, rights and responsibilities for the day-to-day management of the surgical facility. These non-controlling interests are accounted for under the equity method.

        We also consolidate, for financial reporting purposes, a surgical facility in which we do not own an interest and a surgical facility currently under development in which we own a minority interest. Under Interpretation No. 46(R), "Consolidation of Variable Interest Entities ("VIEs"), an Interpretation of Accounting Research Bulletin No. 51" ("FIN 46(R)"), these surgical facilities are considered VIEs, and we are the primary beneficiary. Therefore, under FIN 46(R) we are required to consolidate these surgery facilities for financial reporting purposes. The consolidation of these surgical facilities does not have a material impact on our results of operations.

Revenue Recognition

        Our revenues are comprised of patient service revenues, physician service revenues and other service revenues. Our patient service revenues relate to fees charged for surgical or diagnostic procedures performed at surgical facilities that we consolidate for financial reporting purposes. These fees are billed either to the patient or a third-party payor. Our fees vary depending on the procedure, but usually include all charges for usage of an operating room, a recovery room, special equipment, supplies, nursing staff and medications. Also, in a very limited number of our surgical facilities, we charge for anesthesia services. Our fees do not normally include professional fees charged by the patient's surgeon, anesthesiologist or other attending physician, which are billed directly by the physicians to the patient or third-party payor. We recognize patient service revenues on the date of service, net of estimated contractual adjustments and discounts for third-party payors, including Medicare and Medicaid. Changes in estimated contractual adjustments and discounts are recorded in the period of change.

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        Physician service revenues are revenues from physician networks consisting of reimbursed expenses, plus participation in the excess of revenues over expenses of the physician networks, as provided for in our service agreements with our physician networks. Reimbursed expenses include the costs of personnel, supplies and other expenses incurred to provide the management services to the physician networks. We recognize physician service revenues in the period in which reimbursable expenses are incurred and in the period in which we have the right to receive a percentage of the amount by which a physician network's revenues exceed its expenses. Physician service revenues are based on net billings with any changes in estimated contractual adjustments reflected in service revenues in the subsequent period.

        Our other service revenues consists of management and administrative service fees derived from non-consolidated surgical facilities that we account for under the equity method, management of surgical facilities in which we do not own an interest and management services we provide to physician networks for which we are not required to provide capital or additional assets. The fees we derive from these management arrangements are based on a pre-determined percentage of the revenues of each surgical facility and physician network. We recognize other service revenues in the period in which services are rendered.

Stock Option Compensation

        Effective, January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 123(R), "Share Based Payment." Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the stock-based awards, stock price volatility and expected forfeiture rate. We estimate the expected life of options granted based on historical exercise patterns, which we believe are representative of future behavior. We estimate the volatility based on the historic and implied volatility of the publicly traded shares of a number of our competitors. The assumptions used in calculating the fair value of stock-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. We are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience of our stock-based awards that are granted, exercised and cancelled. If our actual forfeiture rate is materially different from our estimate, the stock-based compensation expense could be significantly different.

Allowance for Contractual Adjustments and Doubtful Accounts

        Our patient service revenues are recorded net of estimated contractual allowances from third-party payors, which we estimate based on the historical trend of our surgical facilities' cash collections and contractual write-offs, accounts receivable agings, established fee schedules, relationships with payors and procedure statistics. We use established fee schedules, historical payment rates, relationships with payors and procedure statistics to record receivables from third-party payors. While changes in estimated reimbursement from third-party payors remain a possibility, we expect that any such changes would be minimal and, therefore, not have a material effect on our financial condition or results of operations.

        We estimate our allowances for bad debts using similar information and analysis. While we believe that our allowances for contractual adjustments and bad debts are adequate, if the actual write-offs are significantly different from our estimates, it could have a material adverse effect on our financial condition and results of operations. Because we have the ability to verify a patient's insurance coverage before services are rendered and because we have entered into contracts with third-party payors, which account for a majority of our total revenues, the out-of-period contractual adjustments are minimal. Our net accounts receivable reflected allowances for doubtful accounts of $16.4 million, $18.2 million, $27.2 million and $18.9 million, at June 30, 2008, December 31, 2007, 2006 and 2005, respectively.

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        The following table summarizes our day's sales outstanding as of the dates indicated:

			As of December 31,
	As of June 30, 2008
			2007		2006		2005
Day's sales outstanding		39		40		44		43

        Our target for day's sales outstanding related to patient service revenues ranges from 40 days to 50 days. Our day's sales outstanding improved as of June 30, 2008 and December 31, 2007 as a result of improved collection efforts.

        Our collection policies and procedures are based on the type of payor, size of claim and estimated collection percentage for each patient account. The operating systems used to manage our patient accounts provide for an aging schedule in 30-day increments, by payor, physician and patient. Each surgical facility is responsible for analyzing accounts receivable to ensure the proper collection and aged category. The operating systems generate reports that assist in the collection efforts by prioritizing patient accounts. Collection efforts include direct contact with insurance carriers or patients, written correspondence and the use of legal or collection agency assistance, as required.

        At a consolidated level, we review the standard aging schedule, by facility, to determine the appropriate provision for doubtful accounts by monitoring changes in our consolidated accounts receivable by aged schedule, day's sales outstanding and bad debt expense as a percentage of revenues. At a consolidated level, we do not review a consolidated aging by payor. Regional and local employees review each surgical facility's aged accounts receivable by payor schedule. These employees have a closer relationship with the payors and have a more thorough understanding of the collection process for that particular surgical facility. Furthermore, this review is supported by an analysis of the actual net revenues, contractual adjustments and cash collections received. If our internal collection efforts are unsuccessful, we manually review patient accounts with balances of $25 or more. We then classify the accounts based on any external collection efforts we deem appropriate. An account is written-off only after we have pursued collection with legal or collection agency assistance or otherwise deemed an account to be uncollectible. Typically, accounts will be outstanding a minimum of 120 days before being written-off.

        The following table summarizes our accounts receivable aging, net of contractual adjustments but before our allowance for doubtful accounts and certain other allowances, for consolidated surgical facilities as of the date indicated (dollars in thousands):

							December 31,
		June 30, 2008
							2007					2006
		Amount		% of Total			Amount		% of Total			Amount		% of Total
Current		$	19,250		35	%	$	18,382		33	%	$	20,245		30	%
31 to 60 days			9,721		18			9,717		17			11,424		17
61 to 90 days			5,714		10			5,292		9			6,280		9
91 to 120 days.			3,470		6			3,930		7			4,137		6
121 to 150 days			2,385		4			2,780		5			3,441		5
Over 150 days			14,925		27			16,568		29			22,984		33
	Total	$	55,735		100	%	$	56,669		100	%	$	68,511		100	%

        We recognize that final reimbursement of outstanding accounts receivable is subject to final approval by each third-party payor. However, because we have contracts with our third-party payors and we verify the insurance coverage of the patient before services are rendered, the amounts that are pending approval from third-party payors are minimal. Amounts are classified outside of self-pay if we have an agreement with the third-party payor or we have verified a patient's coverage prior to services rendered. It is our policy to collect co-payments and deductibles prior to providing services. It is also our policy to verify a patient's insurance 72 hours prior to the patient's procedure. Because our services

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are primarily non-emergency, our surgical facilities have the ability to control these procedures. Our patient service revenues from self-pay as a percentage of total revenues for the six months ended June 30, 2008 and 2007 and the years ended December 31, 2007, 2006 and 2005 were approximately 4%, 4%, 4%, 3% and 4%, respectively.

Income Taxes

        We use the asset and liability method to account for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. If a net operating loss carryforward exists, we make a determination as to whether that net operating loss carryforward will be utilized in the future. A valuation allowance will be established for certain net operating loss carryforwards where their recoverability is deemed to be uncertain. The carrying value of the net deferred tax assets assumes that we will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and related assumptions change in the future, we will be required to adjust our deferred tax valuation allowances.

Long-Lived Assets, Goodwill and Intangible Assets

        When events, circumstances or operating results indicate that the carrying values of certain long-lived assets and the related identifiable intangible assets might be impaired, we assess whether the carrying value of the assets will be recovered through undiscounted future cash flows expected to be generated from the use of the assets and their eventual disposition. If the assessment indicates that the recorded cost will not be recoverable, that cost will be reduced to estimated fair value. Estimated fair value will be determined based on a discounted future cash flow analysis. During 2006 and 2005, we recorded an impairment charge of approximately $218,000 and $69,000, respectively, primarily related to the write down of obsolete medical equipment and fixed assets.

        Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired. Goodwill and indefinite lived intangible assets are tested for impairment at least annually using a fair value method. Impairment is measured at the reporting unit level using a discounted cash flows model to determine the fair value of the reporting units. We will perform a goodwill impairment test whenever events or changes in facts or circumstances indicate that impairment may exist, or at least annually during the fourth quarter each year. During the fourth quarter of 2007, we completed our annual impairment test and there was no indication of impairment.

Professional and General Liability Risks

        We are subject to claims and legal actions in the ordinary course of our business, including claims relating to patient treatment, employment practices and personal injuries. To cover these claims, we maintain general and professional liability insurance in excess of self-insured retentions through a third-party commercial insurance carrier in amounts we believe to be sufficient for its operations. We expense the costs under the self-insured retention exposure for general and professional liability claims that relate to (i) deductibles on claims made during the policy period and (ii) an estimate of claims incurred but not yet reported. Reserves and provisions for professional liability are based upon actuarially determined estimates. These estimates are based on various assumptions. Based on historical results and data currently available, we do not believe a change in one or more of these assumptions will have a material impact on our financial position or results of operations. These balances for professional liability represent the estimated costs of all reported and unreported losses incurred through the respective consolidated balance sheet dates. The reserves are estimated using individual case-basis valuations and actuarial analysis. Changes to the estimated reserve amounts are included in current operating results.

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Results of Operations

Six Months Ended June 30, 2008 Compared To Six Months Ended June 30, 2007

        The following tables summarize certain statements of operations items for the six months ended June 30, 2008 and 2007. The tables also show the percentage relationship to revenues for the periods indicated:

		Six Months Ended June 30,
		2008						2007
		Amount			% of Revenues			Amount			% of Revenues
Revenues		$	163,614			100.0	%	$	153,890			100.0	%
Cost of revenues			110,391			67.5			101,954			66.2
General and administrative expense			12,639			7.7			12,022			7.8
Depreciation and amortization			7,222			4.4			6,001			3.9
Provision for doubtful accounts			1,176			0.7			2,195			1.4
Income on equity investments			(701	)		(0.4	)		(199	)		(0.1	)
Impairment and loss on disposal of long-lived assets			473			0.3			245			0.2
Gain on sale of long-lived assets			(668	)		(0.4	)		(506	)		(0.3	)
Proceeds from insurance settlement, net			—			—			(161	)		(0.1	)
Merger transaction expenses			—			—			1,650			1.1
	Total operating expenses		130,532			79.8			123,201			80.1
Operating income			33,082			20.2			30,689			19.9
	Minority interests in income of consolidated subsidiaries		(12,845	)		(7.8	)		(12,753	)		(8.3	)
	Interest expense, net		(21,204	)		(13.0	)		(3,926	)		(2.5	)
(Loss) income before income taxes and discontinued operations			(967	)		(0.6	)		14,010			9.1
Provision for income taxes			118			0.1			5,663			3.7
(Loss) income from continuing operations			(1,085	)		(0.7	)		8,347			5.4
Loss from discontinued operations			(2,005	)		(1.2	)		(374	)		(0.2	)
Net (loss) income		$	(3,090	)		(1.9	)%	$	7,973			5.2	%

         Overview.    During the six months ended June 30, 2008, our revenues increased 6.3% to $163.6 million from $153.9 million for the six months ended June 30, 2007. We incurred a net loss for 2008 of $3.1 million compared to net income of $8.0 million for 2007. Included in the net loss for 2008 is an additional $10.5 million, net of tax, of interest expense, primarily due to our new capital structure following the Merger. Included in interest expense is an additional $1.8 million, net of tax, of amortization expense, which includes $552,000 of deferred finance costs expensed in conjunction with the repayment of our bridge facility. Our financial results for the six months ended June 30, 2008 compared to June 30, 2007 reflect the addition of six surgical facilities that we consolidate for financial reporting purposes and six surgical facilities that we do not consolidate for financial reporting purposes.

        For purposes of this management's discussion of our consolidated financial results, we consider same store facilities as those surgical facilities that we consolidate for financial reporting purposes for the six months ended June 30, 2008 and 2007.

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         Revenues.    Revenues for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 were as follows (dollars in thousands):

		Six Months Ended June 30,
						Dollar Variance			Percent Variance
		2008		2007
Patient service revenues:
	Same store revenues	$	149,360	$	145,758	$	3,602			2.5	%
	Revenues from other surgical facilities		6,164		484		5,680			—
Total patient service revenues			155,524		146,242		9,282			6.3
Physician service revenues			3,225		2,645		580			21.9
Other service revenues			4,865		5,003		(138	)		(2.8	)
Total revenues		$	163,614	$	153,890	$	9,724			6.3	%

        Patient service revenues at same store facilities increased 2.5% for the six months ended June 30, 2008 compared to the six months ended June 30, 2007, primarily as a result of our 1.2% increase in cases combined with a 1.3% increase in net revenue per case. Cases increased primarily as a result of the consolidation of an existing surgical facility that was previously accounted for using the equity method. We acquired an incremental ownership in this center during 2007 and, as a result, began consolidating the facility for financial reporting purposes. However, we have experienced weaker volumes at two of our surgical hospitals, and at certain facilities located in the southeast.

        The increase in net revenue per case is related to normal inflationary adjustments from payors with contracted rates, and the initial phase of Medicare reimbursement increases effective January 1, 2008 for specific cases performed in ambulatory surgery centers. However, during the first three months of 2008, we experienced a decrease in net revenue per case from third-party payors, as a result of payor consolidation in certain markets, resulting in access to contracted rates for payors with which we did not negotiate a written contract. The contracted rates are typically lower than rates paid for out-of-network services. In an effort to address some of these payor issues, we cancelled contracts with certain third-party payors in California and Missouri, effective in the first quarter of 2008. As a result, during the second quarter, we have received payments on claims at rates higher than the previously contracted rates. The remaining increase in total revenues is related to surgical facilities acquired or developed since January 1, 2007, partially offset by surgical facilities divested in 2007.

         Cost of Revenues.    Cost of revenues for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 were as follows (dollars in thousands):

	Six Months Ended June 30,
					Dollar Variance		Percent Variance
	2008		2007
Same store cost of revenues	$	106,076	$	101,405	$	4,671		4.6	%
Cost of revenues from other surgical facilities		4,315		549		3,766		—
Total cost of revenues	$	110,391	$	101,954	$	8,437		8.3	%

        As a percentage of same store revenues, same store cost of revenues increased to 71.0% for the six months ended June 30, 2008 compared to 69.6% for the six months ended June 30, 2007. On a per case basis, same store cost of revenues increased 3.5% to $955 in 2008 from $923 in 2007, primarily as a result of inflationary adjustments and the impact of facilities under development. As previously mentioned, the 1.3% increase in net revenue per case was impacted during the first quarter of 2008 by out-of-network trends experienced in certain markets. During the second quarter, as a result of canceling certain contracts, we have experienced positive net revenue per case trends at these facilities.

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Cost of revenues from other surgical facilities increased by $3.8 million. This increase is primarily attributable to surgical facilities acquired or developed since January 1, 2007, partially offset by surgical facilities divested in 2007. As a percentage of revenues, total cost of revenues increased to 67.5% for 2008 from 66.2% for 2007.

         General and Administrative Expense.    General and administrative expense increased 5.1% to $12.6 million for the six months ended June 30, 2008 from $12.0 million for the six months ended June 30, 2007. As a percentage of revenues, general and administrative expenses were 7.7% and 7.8% for 2008 and 2007, respectively. We recorded stock option compensation expense of $1.5 million in 2008 compared to $1.8 million in 2007.

         Depreciation and Amortization.    Depreciation and amortization expense for the six months ended June 30, 2008 was $7.2 million compared to $6.0 million for the six months ended June 30, 2007. This increase is primarily attributable to depreciation expense at facilities acquired or developed since January 1, 2007. As a percentage of revenues, depreciation and amortization expense increased to 4.4% for 2008 from 3.9% for 2007. Same store depreciation and amortization expense increased to $6.7 million for 2008 from $6.0 million in 2007, primarily as a result of asset additions at certain facilities.

         Provision for Doubtful Accounts.    Provision for doubtful accounts decreased 45.5% to $1.2 million for the six months ended June 30, 2008 from $2.2 million for the six months ended June 30, 2007. As a percentage of revenues, the provision for doubtful accounts decreased to 0.7% for 2008 from 1.4% for 2007. This decrease is primarily attributed to improved collection efforts at several of our larger facilities. On a same store basis, the provision for doubtful accounts decreased to 0.7% of revenue for 2008 compared to 1.5% for 2007.

         Income on Equity Investments.    Income on equity investments represents the net income of certain investments we have in surgical facilities. These surgical facilities are not consolidated for financial reporting purposes. Income on equity investments increased to $701,000 for the six months ended June 30, 2008 from $199,000 for the six months ended June 30, 2007. The increase in income on equity investments for 2008 compared to 2007 is primarily attributable to developed facilities recently opened.

         Impairment and Loss on Disposal of Long-Lived Assets.    Loss on disposal of long-lived assets for the six months ended June 30, 2008 of $473,000 and for the six months ended June 30, 2007 of $245,000 primarily represents the loss related to the sale of a portion of our ownership interest in certain surgical facilities to physician investors and a health care system.

         Gain on Sale of Long-Lived Assets.    Gain on sale of long-lived assets for the six months ended June 30, 2008 of $668,000 and for the six months ended June 30, 2007 of $506,000 primarily represents the gain we recognized on the sale of a portion of our ownership in certain surgical facilities to physician investors.

         Proceeds from Insurance Settlement.    During the six months ended June 30, 2007, we received the remaining insurance proceeds of $161,000 related to the hurricanes that temporarily closed our affected surgical facilities and interrupted the surgical facilities' business during the third and fourth quarter of 2005. We recorded these proceeds net of related costs.

         Merger Transaction Expenses.    During the six months ended June 30, 2007, we incurred $1.7 million of costs directly attributable to the Merger. These costs were primarily legal fees that were expensed in the period incurred.

         Operating Income.    Operating income increased 7.8% to $33.1 million for the six months ended June 30, 2008 from $30.7 million for the six months ended June 30, 2007. As a percentage of revenues, operating income increased to 20.2% for 2008 from 19.9% for 2007. Excluding merger transaction

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expenses, operating income decreased to 20.2% for 2008 from 21.0% for 2007. Operating margins on same store facilities decreased to 23.4% for 2008 from 24.5% for 2007.

         Minority Interests in Income of Consolidated Subsidiaries.    Minority interests in income of consolidated subsidiaries remained constant at $12.8 million for both the six months ended June 30, 2008 and 2007. As a percentage of revenues, minority interests in income from consolidated subsidiaries decreased to 7.8% for 2008 from 8.3% for 2007. This decrease is attributable to operating income margin decreases from same store facilities for the six months ended June 30, 2008.

         Interest Expense, Net of Interest Income.    Interest expense, net of interest income, increased to $21.2 million for the six months ended June 30, 2008 from $3.9 million for the six months ended June 30, 2007. Included in interest expense is $3.0 million of amortization expense, which includes $912,000 of deferred finance costs, expensed in conjunction with the repayment of our bridge facility. The increase in interest expense in 2008 was primarily due to our new capital structure following the Merger.

         Provision for Income Taxes.    The provision for income taxes decreased to $118,000 for the six months ended June 30, 2008 from $5.7 million for the six months ended June 30, 2007. This decrease in the provision for income taxes was due to the decrease in income before income taxes for the period. The effective tax rate for 2008 was (12.2)% compared to an effective tax rate of 40.4% for 2007. Tax expense in 2008 is primarily the result of a valuation allowance of approximately $1.3 million recorded against certain capital and state net operating losses for which management believes it is more likely than not that the losses will not be realized in the future.

         (Loss) Income from Continuing Operations.    Loss from continuing operations was $1.1 million for the six months ended June 30, 2008 compared to income from continuing operations of $8.3 million for the six months ended June 30, 2007. The loss from continuing operations was primarily a result of additional interest expense and amortization of deferred financing costs totaling approximately $10.5 million, net of tax.

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

        The following table summarizes certain statements of operations items for each of the three years ended December 31, 2007, 2006 and 2005. The December 31, 2007 column included in the table below includes the statement of operations of the Predecessor for the period January 1, 2007 to August 23, 2007 and the statement of operations of the Successor for the period August 24, 2007 to December 31, 2007. The Predecessor and Successor have different bases of accounting and accordingly, the presentation of the combined statement of operations of the Predecessor and Successor is not in accordance with generally accepted accounting principles. We have presented this information to assist

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in the comparability of our financial statements and to facilitate an understating of our results of operations. The table also shows the percentage relationship to revenues for the years indicated:

		Year Ended December 31,
		2007						2006						2005
		Amount			% of Revenues			Amount			% of Revenues			Amount			% of Revenues
		(dollars in thousands)
Revenues		$	304,305			100.0	%	$	285,387			100.0	%	$	241,877			100.0	%
Cost of revenues			206,652			67.9			181,950			63.8			148,214			61.3
General and administrative expense			31,873			10.5			24,407			8.6			21,993			9.1
Depreciation and amortization			12,652			4.1			11,913			4.2			11,575			4.8
Provision for doubtful accounts			4,449			1.5			3,952			1.4			3,827			1.6
Income on equity investments			(16	)		—			(2,423	)		(0.8	)		(1,273	)		(0.5	)
Impairment and loss on disposal of long-lived assets			372			0.1			1,162			0.4			1,541			0.7
Gain on sale of long-lived assets			(915	)		(0.4	)		(1,808	)		(0.7	)		(1,785	)		(0.9	)
Proceeds from insurance settlement			(161	)		—			(410	)		(0.1	)		—			—
Proceeds from litigation settlement			—			—			(588	)		(0.4	)		—			—
Merger transaction expenses			7,522			2.5			—			—			—			—
	Total operating expenses		262,428			86.2			218,155			76.4			184,092			76.1
Operating income			41,877			13.8			67,232			23.6			57,785			23.9
	Minority interests in income of consolidated subsidiaries		(23,341	)		(7.7	)		(28,294	)		(9.9	)		(24,952	)		(10.3	)
	Interest expense, net		(19,991	)		(6.6	)		(7,108	)		(2.5	)		(4,884	)		(2.0	)
(Loss) income before income taxes and discontinued operations			(1,455	)		(0.5	)		31,830			11.2			27,949			11.6
Provision for income taxes			3,240			1.1			12,254			4.3			10,428			4.4
(Loss) income from continuing operations			(4,695	)		(1.6	)		19,576			6.9			17,521			7.2
(Gain) loss on discontinued operations			(707	)		(0.2	)		(783	)		(0.3	)		1,534			0.7
Net (loss) income		$	(5,402	)		(1.8	)%	$	18,793			6.6	%	$	19,055			7.9	%

         Overview.    In 2007, our revenues increased 6.6% to $304.3 million from $285.4 million for 2006. We incurred a net loss for the year ended December 31, 2007 of $(5.4 million) compared to net income of $18.8 million for the year ended December 31, 2006. The comparability of our results with the corresponding prior year periods has been impacted by the expenses incurred in the merger. Included in the net loss for 2007 was $13.0 million, net of tax, of merger transaction expenses and approximately $4.7 million, net of tax, of additional interest expense as a result of the merger and our new capital structure. Our financial results for the year ended December 31, 2007 compared to the year ended December 31, 2006 reflect the addition of three surgical facilities that we consolidate for financial reporting purposes and three surgical facilities that we developed that we do not consolidate for financial reporting purposes. The surgical facilities that we do not consolidate for financial reporting purposes are accounted for as equity investments. For purposes of this management's discussion of our consolidated financial results, we consider same store facilities as those surgical facilities that we consolidate for financial reporting purposes for both the years ended December 31, 2007 and 2006.

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         Revenues.    Revenues for the year ended December 31, 2007 compared to the year ended December 31, 2006 were as follows (dollars in thousands):

		2007		2006		Dollar Variance			Percent Variance
Patient service revenues:
	Same store revenues	$	251,116	$	254,542	$	(3,426	)		(1.3	)%
	Revenues from other surgical facilities		38,155		15,382		22,773			148.1
Total patient service revenues			289,271		269,924		19,347			7.2
Physician service revenues			5,623		4,525		1,098			24.3
Other service revenues			9,411		10,938		(1,527	)		(14.0	)
Total revenues		$	304,305	$	285,387	$	18,918			6.6	%

        Patient service revenues at same store facilities decreased 1.3% for 2007 compared to 2006, primarily as a result of third-party payors adopting out-of-network fee schedules that are more comparable to our contracted rates and the impact of payor consolidation in certain markets resulting in access to contracted rates for payors with which we did not negotiate a written contract. The contracted rates are typically lower than rates paid for out-of-network services. These changes resulted in a decrease of 2.4% in net revenue per case at same store facilities, partially offset by an increase in cases of 1.1% during 2007. The remaining increase in patient service revenues is related to surgical facilities acquired or developed since January 1, 2006, partially offset by surgical facilities divested in 2007 and 2006.

         Cost of Revenues.    Cost of revenues for the year ended December 31, 2007 compared to the year ended December 31, 2006 were as follows (dollars in thousands):

	2007		2006		Dollar Variance		Percent Variance
Same store cost of revenues	$	173,955	$	165,419	$	8,536		5.2	%
Cost of revenues from other surgical facilities		32,697		16,531		16,166		—
Total cost of revenues	$	206,652	$	181,950	$	24,702		13.6	%

        The increase in same store cost of revenues was primarily the result of an increase in salary and benefit expense of $3.1 million and medical supplies of $2.5 million. Salary and benefits increased due to an increase in the number of cases performed at these surgical facilities and a $710,000 increase in compensation expense resulting from the acceleration of vesting of stock options held by employees at our surgical facilities as a result of the merger. Medical supplies increased primarily as a result of an increase in the number of cases and an increase in the cost of supplies. As a percentage of same store revenues, same store cost of revenues was 69.3% for 2007 compared to 65.0% for 2006. As a percentage of revenue, same store cost of revenues increased primarily as a result of a decrease in revenue per case as previously discussed. Cost of revenues from other surgical facilities, which primarily includes surgical facilities acquired or developed since January 1, 2006, increased by $16.2 million. As a percentage of revenues, total cost of revenues increased to 67.9% for 2007 from 63.8% for 2006.

         General and Administrative Expense.    General and administrative expense increased 30.7% to $31.9 million for 2007 from $24.4 million for 2006. General and administrative expense in 2007 include $8.1 million of merger transaction expenses. As a percentage of revenues, general and administrative expense increased to 10.5% for 2007 from 8.6% for 2006. Excluding merger transaction expenses, general and administrative expense as a percentage of revenues were 7.8% in 2007. We believe that presenting general and administrative expense, as a percentage of revenues, excluding the impact of the

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merger transaction expenses, is useful to investors because the merger was a one-time event making comparability of results from year to year difficult.

         Depreciation and Amortization.    Depreciation and amortization expense for 2007 was $12.7 million compared to $11.9 million for 2006. As a percentage of revenues, depreciation and amortization expense decreased to 4.1% for 2007 from 4.2% for 2006. Same store depreciation and amortization expense increased $991,000 in 2007 from 2006.

         Provision for Doubtful Accounts.    Provision for doubtful accounts increased 10.0% to $4.4 million for 2007 from $4.0 million for 2006. As a percentage of revenues, the provision for doubtful accounts increased to 1.5% for 2007 from 1.4% for 2006. This increase is primarily attributed to the surgical facilities acquired or developed since January 1, 2006. On a same store basis, the provision for doubtful accounts decreased to 1.4% of revenue for 2007 from 1.7% for 2006.

         Income on Equity Investments.    Income on equity investments represents the net income of certain investments we have in surgical facilities. These surgical facilities are not consolidated for financial reporting purposes. Income on equity investments decreased to $16,000 for 2007 from $2.4 million for 2006. The decrease in income on equity investments for 2007 compared to 2006 is primarily attributable to the surgical facilities that were under development.

         Impairment and Loss on Disposal of Long-Lived Assets.    Loss on disposal of long-lived assets for 2007 primarily represents the loss related to the sale of our diagnostic center in Englewood, Colorado that was classified as discontinued operations. Impairment and loss on disposal of long-lived assets for 2006 primarily represents our divestiture of surgical facilities that we had recorded as equity investments.

         Gain on Sale of Long-Lived Assets.    Gain on sale of long-lived assets for 2007 and 2006 primarily represents the gain we recognized on the sale of a portion of our ownership in certain surgical facilities to physician investors.

         Proceeds from Insurance Settlement.    During 2006, we received insurance proceeds of $410,000 related to the hurricanes that temporarily closed our affected surgical facilities and interrupted the surgical facilities' business during the third and fourth quarter of 2005. We recorded these proceeds net of related costs. In 2007, we received $161,000 representing the final insurance settlement payment.

         Proceeds from Litigation Settlement.    During 2006, we were awarded a litigation settlement of $588,000 related to the construction of one of our surgical facilities. We recorded this settlement net of related costs.

         Operating Income.    Operating income decreased 37.6% to $41.9 million for 2007 from $67.2 million for 2006. Operating income for 2007 included transaction expenses related to the merger totaling $16.1 million. As a percentage of revenues, operating income decreased to 13.8% for 2007 from 23.6% for 2006. Excluding the merger transaction expenses, operating income was 19.0% of revenue for 2007. Operating income margins declined primarily as a result of the transition from out-of-network to in-network billing in California, Missouri and Texas.

         Minority Interests in Income of Consolidated Subsidiaries.    Minority interests in income of consolidated subsidiaries decreased 17.7% to $23.3 million for 2007 from $28.3 million for 2006. Minority interest in income of consolidated subsidiaries for same store facilities decreased primarily as a result of the transition from out-of-network to in network billing in California, Missouri and Texas. As a percentage of revenues, minority interests in income from consolidated subsidiaries decreased to 7.7% for 2007 from 9.9% for 2006.

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         Interest Expense, Net of Interest Income.    Interest expense, net of interest income, increased to $20.0 million for 2007 from $7.1 million for 2006. Interest expense increased in 2007 primarily because of a net increase of $296.0 million of debt as a result of the merger and higher interest rates on the new debt. Additionally, amortization of deferred financing costs increased as a result of capitalizing $12.1 million of costs related to the new senior secured credit facility and bridge credit facility entered into in connection with the merger. We used borrowings under our senior secured credit facility and bridge credit facility to finance the merger.

         Provision for Income Taxes.    The provision for income taxes decreased 74.0% to $3.2 million from $12.3 million for 2006. This decrease in the provision for income taxes was due to the decrease in income before income taxes. The effective tax rate for 2007 was (222.7%) compared to an effective tax rate of 38.5% for 2006. Our effective tax rate for 2007 was impacted by $8.1 million of the transaction expenses incurred related to the merger that may not be deductible for tax purposes. Due to the uncertainty of the deductibility of these costs, we are presently treating these costs as non-deductible. We are currently evaluating the proper tax treatment.

         Loss (Income) from Continuing Operations.    Loss before income taxes from continuing operations was $(1.5 million) for 2007 compared to income before income taxes from continuing operations of $31.8 million for 2006, a decrease of $33.3 million. Income from continuing operations decreased as a result of merger transaction expenses of approximately $13.0 million, net of tax, an increase in interest expense of approximately $4.7 million, net of tax, the transition from out-of-network to in-network billing in California, Missouri and Texas, decreases in proceeds from insurance and litigation settlements and a decrease in income on equity investments.

Year Ended December 31, 2006 Compared to Year Ended December 31, 2005

Overview.    In 2006, our revenues increased 18.0% to $285.4 million from $241.9 million for 2005. Net income decreased 1.6% to $18.8 million for 2006 from $19.1 million for 2005. Net income for 2006 includes the impact of $2.3 million of non-cash stock option compensation expense. Our financial results for 2006 reflect the addition of three consolidated surgical facilities and one surgical facility that was developed but which we do not consolidate for financial reporting purposes. The surgical facility that we do not consolidate for financial reporting purposes is accounted for as an equity investment. We also began the development of seven surgical facilities during 2006. For purposes of this management's discussion of our consolidated financial results, we consider same store facilities as those surgical facilities that we consolidate for financial reporting purposes for both the twelve months ended December 31, 2006 and 2005.

         Revenues.    Revenues for the year ended December 31, 2006 compared to the year ended December 31, 2005 were as follows (dollars in thousands):

		2006		2005		Dollar Variance		Percent Variance
Patient service revenues:
	Same store revenues	$	225,067	$	213,501	$	11,566		5.4	%
	Revenues from other surgical facilities		44,857		15,812		29,045		—
Total patient service revenues			269,924		229,313		40,611		17.7
Physician service revenues			4,525		4,325		200		4.6
Other service revenues			10,938		8,239		2,699		32.8
Total revenues		$	285,387	$	241,877	$	43,510		18.0	%

        Patient service revenues at same store facilities increased 5.4% for 2006 compared to 2005. The increase in same store revenues was primarily the result of a 4.3% increase in the number of cases

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performed during 2006 and a 1.1% increase in net revenue per case during 2006. The remaining increase in patient service revenues is related to surgical facilities acquired or developed since January 1, 2005.

         Cost of Revenues.    Cost of revenues for the year ended December 31, 2006 compared to the year ended December 31, 2005 were as follows (dollars in thousands):

	2006		2005		Dollar Variance		Percent Variance
Same store cost of revenues	$	145,169	$	133,081	$	12,088		9.1	%
Cost of revenues from other surgical facilities		36,781		15,133		21,648		—
Total cost of revenues	$	181,950	$	148,214	$	33,736		22.8	%

        The increase in same store cost of revenues was primarily the result of the increase in the number of cases performed during 2006 compared to 2005 and an increase in medical supplies. Medical supplies increased approximately $10.6 million primarily due to an increase in lens and implant procedures performed during 2006 compared to 2005. These cases are typically more complex and, therefore, have higher medical supply costs. Same store cost of revenues increased $332,000 due to non-cash stock option compensation expense during 2006. We adopted SFAS No. 123(R) on January 1, 2006. Therefore, no expense was recorded during 2005 related to our non-cash stock option compensation. Cost of revenues from other surgical facilities, which primarily includes surgical facilities acquired or developed since January 1, 2005, increased by $21.6 million. Cost of revenues from other surgical facilities includes an increase in salaries and wages as a result of the integration of the surgical facilities located in California that we acquired in the third quarter of 2005. As a percentage of revenues, total cost of revenues increased to 63.8% for 2006 from 61.3% for 2005.

         General and Administrative Expense.    General and administrative expense increased 10.9% to $24.4 million for 2006 from $22.0 million for 2005. The increase in general and administrative expense was primarily related to $3.5 million of non-cash stock option compensation expense recognized as a result of our adoption of SFAS No. 123(R). As a percentage of revenues, general and administrative expense decreased to 8.6% for 2006 from 9.1% for 2005. This decrease was primarily the result of improved economies of scale. Excluding the impact of the non-cash stock option compensation expense for 2006, general and administrative expense, as a percentage of revenues, would have decreased to 7.3%. We believe that presenting general and administrative expense, as a percentage of revenues, excluding the impact of the non-cash stock option compensation expense is useful to investors because we did not adopt SFAS No. 123(R) until January 1, 2006 and, therefore, no expense was recorded during 2005 related to non-cash stock option compensation expense making comparability from period to period difficult.

         Depreciation and Amortization.    Depreciation and amortization expense for the year ended December 31, 2006 compared to the year ended December 31, 2005 were as follows (dollars in thousands):

	2006		2005		Dollar Variance			Percent Variance
Same store depreciation and amortization	$	9,775	$	9,391	$	384			4.1	%
Depreciation and amortization from other surgical facilities		2,138		2,184		(46	)		—
Total depreciation and amortization	$	11,913	$	11,575	$	338			2.9	%

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        Depreciation and amortization from other surgical facilities included a reduction of $415,000 related to a change in depreciation estimates at certain surgical facilities we acquired during 2005. As a percentage of revenues, depreciation and amortization expense decreased to 4.2% for 2006 from 4.8% for 2005. Excluding the change in our depreciation estimate for 2006, depreciation and amortization, as a percentage of revenues, would have decreased to 4.3%. We believe that presenting depreciation and amortization, as a percentage of revenues, excluding the change in our depreciation estimate, is useful to investors because the change in estimate relates to all periods after August 1, 2005, including periods prior to January 1, 2006, and is a one-time change that makes comparability of results from period to period difficult.

         Provision for Doubtful Accounts.    Provision for doubtful accounts increased 5.3% to $4.0 million for 2006 from $3.8 million for 2005. This increase is primarily attributed to the surgical facilities acquired or developed since January 1, 2005. As a percentage of revenues, the provision for doubtful accounts decreased to 1.4% for 2006 from 1.6% for 2005.

         Income on Equity Investments.    Income on equity investments represents the net income of certain investments we have in surgical facilities. These surgical facilities are not consolidated for financial reporting purposes. Income on equity investments increased to $2.4 million for 2006 from $1.3 million for 2005. The increase in income on equity investments for 2006 compared to 2005 is primarily attributable to an increase of $1.1 million in income related to our surgical facilities opened in 2006, which were accounted for as equity investments.

         Impairment and Loss on Disposal of Long-Lived Assets.    Impairment and loss on disposal of long-lived assets for 2006 primarily represents our divestiture of surgical facilities that we had recorded as equity investments. Loss on disposal of long-lived assets for 2005 primarily represents the loss related to our closing of a surgical facility located in Edmond, Oklahoma and the loss on the disposal of our ownership in a diagnostic center located in Erie, Pennsylvania.

         Gain on Sale of Long-Lived Assets.    Gain on sale of long-lived assets for 2006 and 2005 primarily represents the gain we recognized on the sale of a portion of our ownership in certain surgical facilities to physician investors.

         Proceeds from Insurance Settlement.    During 2006, we received insurance proceeds of $410,000 related to the hurricanes that temporarily closed our affected surgical facilities and interrupted the surgical facilities' business during the third and fourth quarter of 2005. We recorded these proceeds net of related costs.

         Proceeds from Litigation Settlement.    During 2006, we were awarded a litigation settlement of $588,000 related to the construction of one of our surgical facilities. We recorded this settlement net of related costs.

         Operating Income.    Operating income increased 16.3% to $67.2 million for 2006 from $57.8 million for 2005. This increase was primarily from surgical facilities acquired or developed since January 1, 2005, operating income from same store facilities, the change in depreciation estimates, the proceeds from insurance and litigation settlements and the gain on sale of long-lived assets. The increase was partially offset by increased medical supplies expense, an increase in non-cash stock option compensation expense recognized as a result of our adoption of SFAS No. 123(R) on January 1, 2006 and the loss on disposal of long-lived assets. Operating income was impacted by lower margins relating to higher acuity cases and the transition from out-of-network to in-network billing in Texas and California. As a percentage of revenues, operating income decreased to 23.6% for 2006 from 23.9% for 2005.

         Minority Interests in Income of Consolidated Subsidiaries.    Minority interests in income of consolidated subsidiaries increased 13.2% to $28.3 million for 2006 from $25.0 million for 2005.

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Minority interests increased approximately $610,000 related to net proceeds received from the insurance settlement and the litigation settlement discussed above. As a percentage of revenues, minority interests in income from consolidated subsidiaries decreased to 9.9% for 2006 from 10.3% for 2005.

         Interest Expense, Net of Interest Income.    Interest expense, net of interest income, increased to $7.1 million for 2006 from $4.9 million for 2005. Interest expense increased for 2006 because of higher average borrowing levels, primarily from our senior credit facility, and an increase in interest rates. We used borrowings under our senior credit facility to finance our acquisitions of surgical facilities.

         Provision for Income Taxes.    The provision for income taxes increased 18.3% to $12.3 million for 2006 compared to $10.4 million for 2005. This increase in the provision for income taxes was due to the increase in income before income taxes. The effective tax rate for 2006 was 38.5% as compared to an effective tax rate of 37.4% for 2005. Our effective tax rate in 2005 was affected by changes in certain valuation allowances and a change in our deferred tax assets and liabilities.

         Income from Continuing Operations.    Income from continuing operations increased 12.0% to $19.6 million for 2006 from $17.5 million for 2005. Income from continuing operations increased primarily as a result of surgical facilities acquired or developed since January 1, 2005 and increased income from equity investments. Income from continuing operations also increased because of (i) the decrease in general and administrative expense when management decreased the accrued incentive compensation expense; (ii) the insurance settlement and the litigation settlement discussed above; (iii) the change in depreciation estimate and the gain on sale of long-lived assets; and (iv) organic growth at existing surgical facilities. The increase was partially offset by (i) non-cash stock option compensation expense for 2006 of approximately $2.3 million net of minority interest and taxes, recognized as a result of our adoption of SFAS No. 123(R) on January 1, 2006; (ii) higher supply costs; (iii) the loss on our divestiture of two surgical facilities that we had recorded as equity investments and the loss on disposal of long-lived assets; and (iv) the transition from out-of-network to in-network billing in Texas and California.

Quarterly Results of Operations

        The following tables present a summary of our unaudited quarterly consolidated results of operations for each of the four quarters in 2007 and 2006. The unaudited financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of such information when read in conjunction with our audited consolidated financial statements and related

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notes. Our quarterly operating results have varied in the past, may continue to do so and are not necessarily indicative of results for any future period.

			2007
			First Quarter			Second Quarter			Third Quarter			Fourth Quarter
			(dollars in thousands) (unaudited)
Consolidated Statement of Operations Data:
Revenues			$	77,220		$	76,670		$	73,074		$	77,341
Operating expenses:
	Salaries and benefits			20,838			20,289			21,385			21,299
	Supplies			14,946			15,350			14,948			15,791
	Professional and medical fees			4,699			4,703			4,724			4,462
	Rent and lease expense			4,690			4,711			4,967			4,967
	Other operating expenses			5,778			5,950			6,109			6,046
	Cost of revenues			50,951			51,003			52,133			52,565
	General and administrative expense			6,453			6,196			13,680			5,544
	Depreciation and amortization			3,098			2,904			3,277			3,373
	Provision for doubtful accounts			894			1,300			716			1,539
	Income on equity investments			36			(236	)		278			(94	)
	Impairment and loss on disposal of long-lived assets			16			229			94			33
	Gain on sale of long-lived assets			(28	)		(478	)		(90	)		(319	)
	Proceeds from insurance settlement			(161	)		—			—			—
	Proceeds from litigation settlement			—			—			—			—
	Merger transaction expenses			—			1,023			6,499			—
		Total operating expenses		61,259			61,941			76,587			62,641
Operating income (loss)				15,961			14,729			(3,513	)		14,700
	Minority interests in income of consolidated subsidiaries			(6,733	)		(6,020	)		(4,490	)		(6,098	)
	Interest expense, net			(1,967	)		(1,959	)		(5,964	)		(10,101	)
Income (loss) before income taxes				7,261			6,750			(13,967	)		(1,499	)
Provision (benefit) for income taxes				2,832			2,832			(2,480	)		56
Income (loss) from continuing operations				4,429			3,918			(11,487	)		(1,555	)
(Loss) gain on discontinued operations				(399	)		25			(170	)		(163	)
Net income (loss)			$	4,030		$	3,943		$	(11,657	)	$	(1,718	)
Other Data:
Number of surgical facilities operated as of the end of period(1)				56			54			55			58

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			2006
			First Quarter			Second Quarter			Third Quarter			Fourth Quarter
			(dollars in thousands) (unaudited)
Consolidated Statement of Operations Data:
Revenues			$	67,496		$	73,501		$	69,627		$	74,763
Operating expenses:
	Salaries and benefits			17,854			19,056			18,697			19,342
	Supplies			12,748			13,867			13,667			14,691
	Professional and medical fees			2,808			3,699			3,790			4,207
	Rent and lease expense			4,252			4,387			4,413			4,620
	Other operating expenses			4,280			4,976			4,919			5,677
	Cost of revenues			41,942			45,985			45,486			48,537
	General and administrative expense			6,538			6,506			5,017			6,346
	Depreciation and amortization			3,225			2,470			3,140			3,078
	Provision for doubtful accounts			607			689			1,203			1,453
	Income on equity investments			(245	)		(727	)		(511	)		(940	)
	Impairment and loss on disposal of long-lived assets			39			528			136			459
	Gain on sale of long-lived assets			—			(1,652	)		(81	)		(75	)
	Proceeds from insurance settlement			(410	)		—			—			—
	Proceeds from litigation settlement			(588	)		—			—			—
		Total operating expenses		51,108			53,799			54,390			58,858
Operating income				16,388			19,702			15,237			15,905
	Minority interests in income of consolidated subsidiaries			(7,568	)		(7,851	)		(6,320	)		(6,555	)
	Interest expense, net			(1,501	)		(1,828	)		(1,796	)		(1,983	)
Income before income taxes				7,319			10,023			7,121			7,367
Provision for income taxes				2,818			3,858			2,742			2,836
Income from continuing operations				4,501			6,165			4,379			4,531
Gain (loss) on discontinued operations				76			(263	)		(564	)		(32	)
Net income			$	4,577		$	5,902		$	3,815		$	4,499
Other Data:
Number of surgical facilities operated as of the end of period(1)				57			58			57			55

(1)

Includes surgical facilities that we manage but in which have no ownership.

Liquidity and Capital Resources

Balance Sheet Information

        Comparability of our consolidated balance sheets is affected by our acquisitions, developments and divestitures. The assets and liabilities, as well as the borrowings under our senior secured credit facility for the acquisitions, are recorded at the date of acquisition.

        During the six months ended June 30, 2008, we acquired incremental ownership of 10.7% in our two surgical facilities located in Beverly Hills, California for an aggregate of $2.5 million, a 6.4% incremental ownership in our surgical facility located in Encino, California for $2.0 million, a 16.7% incremental ownership and additional management rights in our surgical facility located in Irvine, California for $3.1 million and an 18.0% incremental ownership and additional management rights in our surgical facility located in Arcadia, California for $304,000. Prior to the acquisition, we owned 55.1% and 57.0% of the two Beverly Hills, California surgical facilities, 55.5% of the Encino, California

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surgical facility, 15.33% of the Irvine, California surgical facility and 19.18% of the Arcadia, California surgical facility. Also during 2008, we acquired ownership in five surgical facilities specializing in spine, orthopedic and pain management procedures located in Boulder, Colorado; Honolulu, Hawaii; Bristol and Nashville, Tennessee; and Seattle, Washington for an aggregate of $5.8 million plus the assumption of $4.7 million of debt and contingent consideration of $3.0 million. We acquired an ownership ranging from 20.0% to 50.0% in these surgical facilities. Three of these facilities are included in our consolidated financial results. The aggregate purchase price was financed through a combination of borrowing proceeds as a result of the Merger and cash from operations.

        During the six months ended June 30, 2008, we opened three surgical facilities that were under development as of December 31, 2007, one of which is consolidated for financial reporting purposes as of June 30, 2008 and two of which are recorded as investments under the equity method. Our investment related to these surgical facilities was $8.6 million, including $3.1 million of third party debt. As of June 30, 2008, we had two surgical facilities under development.

        On August 23, 2007, an investment group led by an affiliate of Crestview completed its merger with the Company. In the merger, our stockholders and option holders received an aggregate of $490.5 million in cash. The merger was financed with a $245.0 million equity contribution by Crestview and its affiliated funds and co-investors and $425.0 million of borrowings from our senior secured credit facility and bridge credit facility.

        Also during 2007, we acquired 55.0% incremental ownership in one of our surgical facilities, acquired ownership in two surgical facilities in which we did not previously hold ownership and purchased additional management rights at three of our existing surgical facilities. We hold majority ownership in and consolidate for financial reporting purposes the three acquired surgical facilities. We entered into management agreements with each of these surgical facilities. Our investment related to the acquisitions and purchase of additional management rights was approximately $26.0 million. We financed these acquisitions with proceeds from the merger financing and amounts drawn under our former senior credit facility.

        We continue to focus on increasing cases at our same store facilities and acquiring facilities that we believe have favorable growth potential. We are also focused on developing new facilities. We have an active development pipeline with two facilities currently under development. These facilities are scheduled to open in late 2008 and early 2009. To execute our growth strategy, we intend to target one to three surgical facility acquisitions and one to three surgical facility developments annually. In addition to the five surgical facilities that we have already acquired in 2008, and the two facilities that are currently under development, we expect to continue our development efforts with the acquisition and development of additional facilities. One of the five facilities that we acquired in 2008 was a newly developed surgical facility that opened in the fourth quarter of 2007. See "—Acquisitions and Developments."

        Development of a typical ambulatory surgery center costs between $4.0 million and $6.0 million, excluding costs of real estate. Development costs include estimated construction costs of $1.5 million to $2.0 million, typically for improving existing space, equipment and other furnishing costs of $1.5 million to $2.5 million and working capital of approximately $1.0 million to $1.5 million that is generally required to sustain operations for the initial six to 12 months of operations. These costs vary depending on the range of specialties that will be provided at the surgical facility and the number of operating and treatment rooms. Development of a surgical hospital with the same operating capacity as a typical ambulatory surgery center would require additional capital to build and equip additional features, such as inpatient hospital rooms, and to provide other ancillary services, if required.

        Approximately 80.0% of the development costs of a new surgical facility are financed with facility-level indebtedness and cash from operations, and the remainder with equity contributed by us and the other owners of the surgical facility. The other owners are typically local physicians, physician groups

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or, less frequently, hospitals. For our consolidated surgical facilities, the facility-level indebtedness typically consists of intercompany loans that we provide, and for our non-consolidated surgical facilities, the facility-level indebtedness consists of third-party debt for which we typically provide a guarantee for our pro rata share. We expect that our acquisition and development program will require substantial capital resources, which we estimate to range from $25.0 million to $35.0 million per year over the next two to three years. In addition, the operations of our existing surgical facilities will require ongoing maintenance capital expenditures that have historically averaged less than 3.5% of net revenue. We expect that our capital needs will be financed through a combination of cash flow from operations and corporate borrowings.

Cash Flow Statement Information

        During the six months ended June 30, 2008, we generated operating cash flow from continuing operations of $21.5 million compared to $14.5 million for the six months ended June 30, 2007. The $21.5 million includes distributions to minority interest holders of $10.6 million compared to $12.6 million for the six months ended June 30, 2007. During the first six months of 2008, we received income tax refunds of $2.6 million, representing overpayments made during 2006 and 2007.

        Net cash used in investing activities from continuing operations during the six months ended June 30, 2008 was $17.7 million, compared to $4.2 million for the six months ended June 30, 2007. The $17.7 million includes $12.5 million of payments related to acquisitions and $7.1 million related to purchases of property and equipment. The $7.1 million of property and equipment purchases includes $3.5 million for expansion and development related projects.

        Net cash used in financing activities from continuing operations during the six months ended June 30, 2008 was $11.0 million compared to $9.4 million during the six months ended June 30, 2007. During the first six months of 2008, we made scheduled principal payments on our senior secured credit facility totaling $1.3 million and unscheduled principal payments of $11.0 million. During the first six months of 2008, we elected to exercise the payment-in-kind option by increasing the principal amount of the bridge credit facility in lieu of making scheduled interest payments of $4.9 million. Additionally, during the second quarter, we incurred $4.7 million of deferred finance cost related to the issuance of the outstanding notes.

        During 2007, we generated operating cash flow from continuing operations of $28.4 million. The $28.4 million includes distributions to minority interest holders of $24.5 million and income tax payments of $8.3 million. During the fourth quarter of 2007, we received an income tax refund of $9.4 million, representing overpayments made during 2006 and 2007. Net cash used in investing activities from continuing operations during 2007 was $51.4 million, including $24.8 million of payments related to acquisitions and $14.6 million related to purchases of property and equipment. The $14.6 million of property and equipment purchases includes construction projects at several of our surgical facilities. Our net cash provided by financing activities from continuing operations during 2007 was $39.5 million. On August 23, 2007, we completed the merger and Holdings received net proceeds on the issuance of common stock totaling $238.2 million and $425.0 million in proceeds from borrowings under our new senior secured credit and bridge loan credit facilities. We paid a sponsor fee of $6.7 million upon completion of the merger on August 23, 2007 to Crestview and The Northwestern Mutual Life Insurance Company. This payment is presented in the statement of cash flows as a reduction to the net proceeds received from the sale of common stock. We paid $490.5 million to our stockholders to retire all of the outstanding stock and options and repaid $129.0 million representing the outstanding principal balance as of August 23, 2007 of our former credit facility. We also paid approximately $7.0 million in merger related transaction costs. During the year, we made principal payment on debt totaling $163.0 million and received proceeds from debt totaling $458.6 million.

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        During 2006, we generated operating cash flow from continuing operations of $30.9 million. The $30.9 million includes distributions to minority interest holders of $25.4 million and income tax payments of $9.6 million. Net cash used in investing activities from continuing operations during 2006 was $64.5 million, including $47.1 million of payments related to acquisitions and $14.2 million related to purchases of property and equipment. The $14.2 million of property and equipment purchases includes construction projects at several of our surgical facilities, costs associated with moving one of our surgical facilities to a replacement facility and costs associated with converting another surgical facility from a single-specialty facility to a multi-specialty facility. Our net cash provided by financing activities from continuing operations during 2006 was $32.4 million, primarily related to $85.6 million of proceeds from borrowings under our senior credit facility. The proceeds from our long-term borrowing were partially offset by $54.7 million of principal payments on long-term debt.

        During 2005, we generated operating cash flow from continuing operations of $40.1 million. The $40.1 million includes distributions to minority interest holders of $23.0 million. Net cash used in investing activities from continuing operations during 2005 was $68.6 million. The $68.6 million consisted of payments for surgical facilities acquired and developed and the acquisition of additional ownership in existing surgical facilities. Our net cash provided by financing activities from continuing operations during 2005 was $32.0 million, primarily related to $61.9 million of proceeds from borrowings under our senior credit facility. The proceeds from our long-term borrowing were partially offset by $34.4 million of principal payments on long-term debt.

Long-Term Debt

        The Company's long-term debt is summarized as follows (in thousands):

	June 30, 2008			December 31, 2007			December 31, 2006
Senior secured credit facility	$	237,125		$	249,375		$	—
Senior PIK toggle notes		179,937			—			—
Bridge facility		—			175,000			—
Former senior credit facility		—			—			129,000
Notes payable to banks		16,705			8,817			5,685
Secured term loans		3,646			504			803
Capital lease obligations		4,285			3,258			3,153
		441,698			436,954			138,641
Less current maturities		(7,807	)		(8,029	)		(2,108	)
	$	433,891		$	428,925		$	136,533

Senior Secured Credit Facility

        On August 23, 2007, in conjunction with the Crestview merger, we entered into a new $350.0 million senior secured credit facility with a syndicate of banks. The senior secured credit facility extends credit in the form of two term loans of $125.0 million each (the first, the Tranche A Term Loan and the second, the Tranche B Term Loan) and a $100.0 million revolving, swingline and letter of credit facility (the "Revolving Facility"). The swingline facility is limited to $10.0 million and the swingline loans are available on a same-day basis. The letter of credit facility is limited to $10.0 million. We are the borrower under the senior secured credit facility, and all of our wholly-owned subsidiaries are guarantors. Under the terms of the senior secured credit facility, entities that become wholly-owned subsidiaries must also guarantee the debt.

        The Tranche A Term Loan matures on August 23, 2013, the Tranche B Term Loan matures on August 23, 2014 and the Revolving Facility matures on August 23, 2013. The Tranche A Term Loan

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requires quarterly principal payments of $312,500 through September 30, 2009, quarterly payments of $1.6 million from December 31, 2009 through September 30, 2010, quarterly payments of $4.7 million from December 31, 2010 through September 30, 2011, quarterly payments of $6.3 million from December 31, 2011 through September 30, 2012, quarterly payments of $18.1 million from December 31, 2012 through June 30, 2013 and a balloon payment of $12.6 million on August 23, 2013. The Tranche B Term Loan requires quarterly principal payments of $312,500 through June 30, 2014 and a balloon payment of $111.1 million on August 23, 2014.

        At our option, the term loans bear interest at the lender's alternate base rate in effect on the applicable borrowing date plus an applicable alternate base rate margin, or Eurodollar rate in effect on the applicable borrowing date, plus an applicable Eurodollar rate margin. Both the applicable alternate base rate margin and applicable Eurodollar rate margin will vary depending upon the ratio of our total indebtedness to consolidated EBITDA.

        The senior secured credit facility permits us to declare and pay dividends only in additional shares of stock, except for the following exceptions. Restricted subsidiaries, as defined in the credit agreement, may declare and pay dividends ratably with respect to their capital stock. We may declare and pay cash dividends or make other distributions to Holdings provided the proceeds are used by Holdings to (i) purchase or redeem equity interest of Holdings acquired by former or current employees, consultants or directors of Holdings, the Company or any restricted subsidiary or (ii) pay principal or interest on promissory notes that were issued in lieu of cash payments for the repurchase or redemption of such equity instruments, provided that the aggregate amount of such dividends or other distributions shall not exceed $3.0 million in any fiscal year. Any unused amounts that are permitted to be paid under this provision are available to be carried over to subsequent fiscal years provided that certain conditions are met. We may also make payments to Holdings to pay franchise taxes and other fees required to maintain its corporate existence provided such payments do not exceed $3.0 million in any calendar year and also make payments in the amount necessary to enable Holdings to pay income taxes directly attributable to the operations of the Company and to make $1.0 million in annual advisory and management agreement payments. We may also make additional payments to Holdings in the aggregate amount of $5.0 million throughout the term of the senior secured credit facility.

        In October 2007, we entered into an interest rate swap agreement to protect against certain interest rate fluctuations of the LIBOR rate on $150.0 million of our variable rate debt under the senior secured credit facility. The effective date of the interest rate swap was October 31, 2007, and it is scheduled to expire on October 31, 2010. The interest rate swap effectively fixes our LIBOR interest rate on the $150.0 million of variable debt at a rate of 4.7% and is being accounted for as a cash flow hedge. We have recognized the fair value of the interest rate swap as a long-term liability of approximately $4.1 million at December 31, 2007. If we materially modify our interest rate swap agreement or the senior secured credit facility, we could be required to record the fair value of the interest rate swap into our statement of operations. However, at this time, we do not intend to materially modify the interest rate swap or senior secured credit facility.

        As of June 30, 2008, the amount outstanding under the senior secured credit facility was $237.1 million with an interest rate on the borrowings ranging from 5.95% to 7.95%. The $100.0 million revolving facility includes a non-use fee of 0.5% of the portion of the facility not used. We pay this fee quarterly. As of June 30, 2008, the amount available under the revolving facility was $100.0 million. In addition, we made voluntary principal payments of $11.0 million under our senior secured credit facility during the first six months of 2008.

Bridge Facility

        We entered into an interim $175.0 million bridge loan credit agreement on August 23, 2007. The loan was to mature on August 23, 2008 and bear interest at the bank's base rate plus a margin of 3.0%

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or the Eurodollar rate plus an initial margin of 4.0%. The margin increased by 0.5% per annum at the end of the interest period ending February 23, 2008. All of our wholly-owned subsidiaries were guarantors of the bridge facility. During the six months ended June 30, 2008, prior to the retirement of the bridge facility, we elected to increase the principal amount of the bridge facility in lieu of making scheduled interest payments of $4.9 million. As a result of this election, the interest rate increased by 75 basis points for those interest periods. On June 3, 2008, we repaid the $179.9 million bridge facility with proceeds from the sale of the outstanding notes.

Senior PIK Toggle Notes

        On June 3, 2008, we issued the outstanding notes. The proceeds from the issuance of the notes were used exclusively to repay the bridge facility. We elected the PIK option for the initial interest payment on the outstanding notes due August 23, 2008. We anticipate that we will elect the PIK option for the next interest payment due as well.

        The indenture governing the notes contains various restrictive covenants, including financial covenants that limit our ability and the ability of the subsidiaries to borrow money or guarantee other indebtedness, grant liens, make investments, sell assets, pay dividends or engage in transactions with affiliates. See "Description of the Exchange Notes."

        At June 30, 2008, we were in compliance with all material covenants required by each long-term debt agreement.

Notes Payable to Banks

        Certain of our subsidiaries have outstanding bank indebtedness, which is collateralized by the real estate and equipment owned by the surgical facilities to which the loans were made. The outstanding balance of this indebtedness as of June 20, 2008 and December 31, 2007 was $16.7 million and $18.8 million, respectively. The various bank indebtedness agreements contain covenants to maintain certain financial ratios and also restrict encumbrance of assets, creation of indebtedness, investing activities and payment of distributions.

Capital Lease Obligations

        We are liable to various vendors for several equipment leases. The outstanding balance related to these capital leases at June 30, 2008 and December 31, 2007 was $4.3 million and $3.3 million, respectively. The leases have interest rates ranging from 3% to 17% per annum.

Summary

        We believe that existing funds, cash flows from operations and borrowings under our senior secured credit facility will provide sufficient liquidity for the next 12 to 18 months. However, we may need to incur additional debt or issue additional equity or debt securities in the future. We cannot be assured that capital will be available on acceptable terms, if at all. Our ability to meet our funding needs could be adversely affected if we suffer adverse results from our operations, or if we violate the covenants and restrictions to which we are subject under our senior secured credit facility or indenture governing the notes.

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Contractual Obligations and Commercial Commitments

        The following table summarizes our contractual obligations by period as of December 31, 2007 on a historical basis (in thousands):

		Payments Due by Period
Contractual Obligations:		Total		Less Than 1 Year		1-3 Years		4-5 Years		After 5 Years
Long-term debt(1)		$	433,696	$	6,879	$	40,879	$	93,750	$	292,188
Capital lease obligations			3,539		1,276		1,958		289		16
Operating lease obligations			135,922		19,409		36,278		33,307		46,928
Other long-term obligations			—		—		—		—		—
	Total	$	573,157	$	27,564	$	79,372	$	127,105	$	339,116

(1)

Does not include interest expense.

        The following table summarizes our other commercial commitments related to unconsolidated entities by period as of December 31, 2007 on a historical basis (in thousands):

		Amount of Commitment Expiration Per Period
Other Commercial Commitments Related to Unconsolidated Entities:		Total Amounts Committed		Less Than 1 Year		1-3 Years		4-5 Years		After 5 Years
Operating lease guarantees		$	3,941	$	702	$	1,341	$	653	$	1,245
Loan guarantees			4,388		4,081		307		—		—
	Total	$	8,329	$	4,783	$	1,648	$	653	$	1,245

        As of June 30, 2008, our loan guarantees were $2.6 million.

Inflation

        Inflation and changing prices have not significantly affected our operating results or the markets in which we operate.

Recently Issued Accounting Pronouncements

        In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The provisions for SFAS No. 157 are to be applied prospectively as of the beginning of the fiscal year in which they are initially applied, except in limited circumstances including certain positions in financial instruments that trade in active markets as well as certain financial and hybrid financial instruments initially measured under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"), using the transaction price method. In these circumstances, the transition adjustment, measured as the difference between the carrying amounts and the fair values of those financial instruments at the date SFAS No. 157 is initially applied, shall be recognized as a cumulative-effect adjustment to the opening balance of retained earnings for the fiscal year in which SFAS No. 157 is initially applied. We adopted the provisions of SFAS No. 157 during the first quarter of 2008. The adoption of SFAS No. 157 did not have any impact on our results of operations or financial position.

        On February 12, 2008, the FASB issued FASB Staff Position No. FAS 157-2, "Effective Date of FASB Statement No. 157" ("FSP FAS 157-2"). With the issuance of FSP FAS 157-2, the FASB agreed

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to: (a) defer the effective date in SFAS No. 157 for one year for certain nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), and (b) remove certain leasing transactions from the scope of SFAS No. 157. The deferral is intended to provide the FASB time to consider the effect of certain implementation issues that have arisen from the application of SFAS No. 157 to these assets and liabilities.

        In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations" ("SFAS No. 141(R)"). SFAS No. 141(R) retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in the purchase accounting as well as requiring the expensing of acquisition-related costs as incurred. Furthermore, SFAS No. 141(R) provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. While we have not yet fully evaluated the impact that SFAS No. 141(R) will have on our results of operations or financial position, we will be required to expense transaction costs related to any future acquisitions beginning January 1, 2009.

        In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—An Amendment of ARB No. 51" ("SFAS No. 160"). SFAS No. 160 amends Accounting Research Bulletin ("ARB") No. 51, "Consolidated Financial Statements" ("ARB No. 51") to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Additionally, SFAS No. 160 changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest.

        SFAS No. 160 requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent's owners and the interests of the noncontrolling owners of a subsidiary, including a reconciliation of the beginning and ending balances of the equity attributable to the parent and the noncontrolling owners and a schedule showing the effects of changes in a parent's ownership interest in a subsidiary on the equity attributable to the parent. SFAS No. 160 does not change ARB No. 51's provisions related to consolidation purposes or consolidation policy, or the requirement that a parent consolidate all entities in which it has a controlling financial interest. SFAS No. 160 does, however, amend certain of ARB No. 51's consolidation procedures to make them consistent with the requirements of SFAS No. 141(R) as well as to provide definitions for certain terms and to clarify some terminology. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. SFAS No. 160 must be applied prospectively as of the beginning of the fiscal year in which it is initially applied, except for the presentation and disclosure requirements, which must be applied retrospectively for all periods presented. We are evaluating the impact that SFAS No. 160 will have on our results of operations or financial position.

        In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (SFAS No. 161). SFAS No. 161 requires enhanced disclosures about an entity's derivative instruments and hedging activities including: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations; and (3) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning

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after November 15, 2008, with earlier application encouraged. We are evaluating the impact that SFAS No. 161 will have on our results of operations or financial position.

Quantitative and Qualitative Disclosures About Market Risk

        We are exposed to market risk related to changes in prevailing interest rates. Historically, we have not held or issued derivative financial instruments other than the use of a variable-to-fixed interest rate swap for a portion of our senior credit facility. We do not use derivative instruments for speculative purposes. Our outstanding debt to commercial lenders is generally based on a predetermined percentage above LIBOR or the lenders' prime rate. At December 31, 2007, $424.4 million of our total long-term debt was subject to variable rates of interest, while the remaining $12.6 million of our total long-term debt was subject to fixed rates of interest. A hypothetical 100 basis point increase in market interest rates would result in additional annual interest expense of approximately $4.3 million. The fair value of our long-term debt, based on a discounted cash flow analysis, approximates its carrying value as of December 31, 2007. On a pro forma basis giving effect to the offering, at December 31, 2007, $424.4 million of our total long term debt would have been subject to variable rates of interest, while the remaining $12.6 million of our total long-term debt would have been subject to fixed rates of interest. A hypothetical 100 basis point increase in market interest rates would result in additional annual interest expense of approximately $4.4 million.

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BUSINESS

Overview

        We own and operate a national network of short stay surgical facilities in 26 states, which includes ambulatory surgery centers and surgical hospitals. Our surgical facilities primarily provide non-emergency surgical procedures across many specialties including, among others, orthopedics, pain management, gastroenterology and ophthalmology. We own our surgical facilities in partnership with physicians and in some cases health care systems in the markets and communities we serve. We believe this approach aligns our interests with those of our partners. We believe that our national scale and our alignment with prominent physicians within our markets provide us with a strong competitive position. Through our surgical facilities, we offer high quality surgical services designed to meet the health care needs of our patients, physicians and payors in an efficient, convenient and cost-effective manner. This value proposition positions us well to take advantage of the continued growth in outpatient surgeries going forward.

        As of June 30, 2008, we owned and operated 59 surgical facilities, including 56 ambulatory surgery centers and three surgical hospitals, and managed eight additional ambulatory surgery centers and two physician networks. We own a majority interest in 40 of our 59 owned surgical facilities and consolidate 49 of these facilities for financial reporting purposes. We have an active development pipeline with two surgical facilities currently under development, of which one scheduled to open during 2008 and one is scheduled to open in 2009.

        Since January 1999, we have acquired 49 surgical facilities and developed 22 surgical facilities, including 12 surgical facilities that we have subsequently divested. We believe our success in expanding our operating platform and improving our operating results can be attributed to the experience of our senior management team. Our senior management team has an average of over 27 years of experience in the health care industry having held senior management positions at public and private health care companies.

Surgical Facility Industry

        The outpatient ambulatory surgery market in the United States today is a $13 billion industry that is characterized both by meaningful growth and fragmented competition.

        Ambulatory surgical providers such as Symbion have benefited from both the growth in overall outpatient surgery cases as well as the migration of surgical procedures from the hospital to the ambulatory surgery center setting. According to FASA, from 1981 to 2005, overall outpatient surgical cases grew at a CAGR of 9.0% while ambulatory outpatient cases grew at a more robust CAGR of 16.9%. During this period, surgeries performed in an ambulatory surgery center setting (as opposed to a hospital outpatient setting) increased from 6% to 32% of all surgical cases. At the same time, the development of ambulatory surgery centers has not kept pace with the growth in demand. According to Verispan, L.L.C., an independent health care market research and information firm, from 1983 to 2007, the number of surgical facilities increased at a CAGR of 11%, meaningfully lagging behind the growth in overall procedures. We believe this creates an attractive operating environment for well capitalized surgical providers with scale and a national presence. In addition, with approximately 4,700 Medicare-certified ambulatory surgery centers operating in the United States as of August 2007 according to CMS, we believe significant opportunities exist for consolidation in this industry. The five largest national operators of outpatient surgical facilities by number of ambulatory surgery centers represented an aggregate of less than 11% of the total number of ambulatory surgery centers in the United States as of August 2007, according to Verispan, L.L.C. We believe, and our experience suggests, that there are many surgical facility owners that are seeking to affiliate with experienced operators of facilities with access to capital, management expertise and other resources.

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        We believe the following factors have contributed to the growth in surgical procedures in the ambulatory surgery center setting:

•

Physician and Patient Preference for Surgical Facilities.  Physicians often prefer to operate in surgical facilities, as compared to acute care hospitals, because of the efficiency and convenience surgical facilities afford. Procedures performed at surgical facilities are typically non-emergency, so physicians can schedule their time more efficiently and increase the number of procedures they can perform in a given period. Surgical facilities also provide physicians with more consistent nurse staffing and faster turnaround time between cases, as compared to acute care hospitals. Together with an opportunity to own an equity interest in the surgical facility, these attributes meaningfully increase a physician's productivity, professional success and income potential. Importantly, we also believe patients often prefer surgical facilities because of the comfort of a less institutional setting, the more convenient process for scheduling and registration available in surgical facilities and in many instances a more convenient location than acute care hospitals. As patients increasingly have more input into the delivery of their health care, we believe this preference will be a driver of the growth in ambulatory surgery center utilization.



•

Lower Cost Alternative.  Based upon our management's experience in the health care industry, we believe that surgeries performed in surgical facilities are generally less expensive than those performed in acute care hospitals because of lower facility development costs, the focus on non-emergency procedures and more efficient staffing and work flow processes. According to a study conducted for FASA, the cost to the payor of a surgical procedure in an ambulatory surgery center setting in 2003 was approximately 35% less than the cost to the payor of performing the same procedure in a hospital outpatient department setting. We believe payors are attracted to the lower costs available at surgical facilities, as compared to acute care hospitals.



•

Advanced Technology and Improved Anesthesia.  Advancements in medical technology such as lasers, arthroscopy, fiber optics and enhanced endoscopic techniques have reduced the trauma of surgery and the amount of recovery time required by patients following a surgical procedure. Improvements in anesthesia also have shortened the recovery time for many patients and have reduced post-operative side effects such as pain, nausea and drowsiness. These medical advancements have enabled more patients to undergo surgery without an overnight stay and reduced the need for hospitalization following surgery.



•

Expansion in Medicare Reimbursed Procedures.  On July 16, 2007, CMS finalized a rule that expanded the number of procedures that can be performed in an ambulatory surgery center setting by approximately 800 procedures effective January 1, 2008. This rule increased the range of ambulatory surgery center procedures reimbursed by Medicare to include all surgical procedures other than those that pose a significant safety risk or generally require an overnight stay, to a total of approximately 3,400 procedures offered. This will have the effect of expanding the market opportunity with respect to the Medicare population, which is expected to grow significantly as a greater proportion of the population reaches Medicare eligible age.

Our Competitive Strengths

        We believe that we are distinguished by the following competitive advantages:

Flexible approach to structuring partnerships

        We apply a market-based approach in structuring our partnerships, with individual market dynamics driving the structure. Our competitive advantage stems from our willingness to be flexible when we enter a market in the type and structure of the partnership arrangement we execute. We have

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the flexibility to structure our partnerships as two-way arrangements where either we are a majority owner partnered with physicians or we are a minority owner with the ability generally to subsequently purchase additional equity interest in the partnership ("buy-up rights"). These buy-up rights give us the option to purchase a controlling interest at some point in the future. Alternatively, we may choose to pursue a three-way arrangement with physicians and a health care system partner. Within our owned portfolio of 59 surgical facilities, we consolidate 49 of those facilities and hold a majority position in 40 facilities.

        Our goal is to be flexible in how our partnerships are structured, but disciplined in how they are capitalized. For the majority of our surgical facilities, indebtedness at the partnership level is funded through intercompany loans that we provide. Through these loans, which totaled $39.4 million as of June 30, 2008, we have a secured interest in the partnership's assets. Furthermore, for our non-consolidated surgical facilities we generally provide a guarantee for only our pro-rata share of the partnership's third-party debt. As of June 30, 2008, our guarantee of non-consolidated third-party debt was approximately $2.6 million in total. We expect that the guarantees will decrease in future years as the developed surgical facilities open and the guarantees are released as and when the surgical facilities achieve performance milestones. Together, we believe this approach strengthens the credit profile of our corporate-level debt by improving the collateralization of our senior secured indebtedness and limiting the amount of subsidiary third-party indebtedness.

Strong network of physician and strategic relationships

        Our ability to be flexible in structuring our partnerships stems from the strength of our relationships with key physicians and health care systems in our markets. In certain situations we believe that forming a relationship with a health care system can enhance our ability to attract physicians and access managed care contracts for our surgical facilities in that market. As such, over time we have developed, acquired or operated surgical facilities through strategic alliances with health care systems and other health care providers. We currently have strategic relationships with seven health care systems, including Vanderbilt Health Services, Inc. and Baptist Memorial Health Services, Inc.

Broad national footprint and strong reputation with physicians

        Our extensive footprint throughout the United States offers geographic diversity to our operations and an enhanced competitive position. We have a strong presence in states that have restrictions, via the Certificate of Need ("CON") approval process, governing the further development or expansion of surgical facilities (approximately 44% of our surgical facilities are located in CON states). In a highly fragmented industry comprised of many small providers, we believe our scale, our national presence and our reputation represent a distinct competitive advantage, in particular with respect to development opportunities, recognition among physicians, knowledge across markets and purchasing power.

Attractive cash flow profile

        Our business has an attractive and consistent cash flow profile as a result of the stability in our revenues and the modest capital expenditure and working capital requirements of our surgical facilities. The capital expenditure requirements for freestanding surgical centers are typically minimal, with our total maintenance capital expenditures (excluding expansion capital expenditures of existing facilities) historically averaging less than 3.5% of net revenue. All capital expenditures beyond these maintenance requirements are completely at the discretion of management. Because of our payor mix and the elective nature of the procedures we perform, our business has an attractive working capital and bad debt expense profile. In each of the last three years our bad debt expense has been less than 2.0% of revenues, which we believe is considerably lower than other health care providers.

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Favorable procedure and payor mix

        We primarily operate multi-specialty facilities, where physicians perform a variety of procedures in specialties including orthopedics, pain management, gastroenterology and ophthalmology among others. We believe this diversification helps to protect us from any adverse pricing and utilization trends in any individual procedure type and results in greater consistency in our procedure volume. We primarily target multi-specialty facilities, although, when appropriate, we will pursue single-specialty opportunities. Within our owned portfolio of 59 surgical facilities, there are 52 multi-specialty facilities, including six facilities focused on spine related procedures. While our overall procedure mix is diversified, we focus on certain procedures due to their attractive average reimbursement rates and growth potential driven by demographics and improving technology. Specifically, we believe orthopedics and pain management present favorable business prospects. Approximately 32% of our cases in 2006, 2007, and for the six months ended June 30, 2008 were orthopedics and pain management related. We also have a very favorable payor mix and receive the majority of our revenues from non-governmental payors. The percentage of our revenues from governmental payors was only 19% for the year ended December 31, 2006, 21% for the year ended December 31, 2007 and 22% for the six months ended June 30, 2008.

Experienced management team

        Our senior management team's experience and capabilities provide a strategic advantage in improving the operations of our surgical facilities, attracting physicians and identifying new development and acquisition opportunities. Our senior management team has an average of over 27 years of experience in the health care industry. This includes senior management positions at public and private health care companies. Furthermore, the senior management team together with other Symbion management made a significant commitment to our recent merger, exchanging a portion of their ownership in our company for 3.3% of the outstanding shares of Holdings common stock.

Our Strategy

        We grow and improve the operating performance of our existing surgical facilities and selectively expand our network of surgical facilities in attractive markets throughout the United States by acquiring established surgical facilities and also developing new surgical facilities. We also seek to provide patients with high-quality surgical services across many specialties. The key components of our strategy are to:

•

Identify, attract and retain prominent surgeons and other physicians for our surgical facilities.  We believe that establishing and maintaining strong relationships with surgeons and other physicians is a key factor to our success in acquiring, developing and operating surgical facilities. We identify and partner with surgeons and other physicians that we believe have established reputations for clinical excellence in their communities. We believe we have had success in attracting and retaining the physicians we currently partner with because of our staffing, scheduling and clinical systems which are designed to increase physician productivity, promote physicians' professional success and enhance the quality of patient care. The ownership structure of our surgical facilities further enhances our ability to retain physicians. We also believe that forming relationships with health care systems and other health care providers can enhance our ability to attract physicians and our competitive position within our markets. We currently have strategic relationships with seven health care systems.



•

Increase revenues and profitability of existing surgical facilities through operational focus.  We seek to increase revenues, profitability and return on our invested capital at all of our surgical facilities by focusing on operations. We have a dedicated team that is responsible for implementing best practices, cost controls and increasing overall efficiencies at each of our

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surgical facilities. Our surgical facilities benefit from the scale of our network by sharing best practices and participating in group purchasing agreements designed to reduce the cost of supplies and equipment. We intend to continue to attract additional physicians and to increase the number, types and acuity of the surgeries performed in our surgical facilities. We also review our managed care contracts to ensure we are operating under the most favorable contracts available to us. In addition, we look to expand our business by adding new product lines. We are committed to enhancing programs and services for our physicians and patients by providing advanced technology, quality care, cost-effective service and convenience.



•

Pursue a disciplined strategy of acquiring and developing surgical facilities.  We seek to capitalize on our management team's experience by selectively acquiring and developing surgical facilities in markets that meet our criteria. Before entering a market, we consider: (1) the prominence and quality of physician partners, (2) specialty mix, (3) opportunities for growth and productivity improvement, (4) level of competition in the local market, (5) level of managed care penetration and (6) our ability to access managed care contracts at attractive rates. Our acquisition team seeks to acquire surgical facilities by utilizing its extensive industry contacts, as well as input from current physician partners and other sources, to identify, contact and develop potential acquisition candidates. We have historically targeted majority ownership in our surgical facilities and currently hold majority ownership in 40 of the 59 owned surgical facilities. Majority ownership allows us to make and execute managerial decisions which we believe provides greater opportunity for growth and higher returns. In addition, if the opportunity is attractive to us from a long-term perspective, we have and will continue to acquire and to develop minority-owned facilities where we have the ability to subsequently increase our ownership to a majority position through buy-up rights. We opened three surgical facilities in 2007 and three in 2008, and are currently developing two surgical facilities, of which one is scheduled to open in 2008 and one is scheduled to open in 2009.

Operations

Surgical Facility Operations

        As of June 30, 2008, we owned (with physician investors or healthcare systems) and operated 59 surgical facilities and managed eight additional surgical facilities. Three of our surgical facilities are licensed as hospitals. Our typical ambulatory surgery center is a freestanding facility with about 14,000 square feet of space and four fully equipped operating rooms, two treatment rooms and ancillary areas for preparation, recovery, reception and administration.

        Our typical surgical hospital is larger than a typical ambulatory surgery center and includes inpatient hospital rooms and, in some cases, an emergency department. Our surgical facilities primarily provide non-emergency surgical procedures among many specialties, including orthopedic, gynecology, general surgery, ear, nose and throat, pain management, gastrointestinal, plastic surgery and ophthalmology. Our hospitals may also provide additional services such as diagnostic imaging, pharmacy, laboratory and obstetrical services. In certain markets where we believe it is appropriate, we operate surgical facilities that focus on a single specialty.

        Our surgical facilities are generally located in close proximity to physicians' offices. Each surgical facility typically employs a staff of about 30, depending on its size, the number of cases and the type of services provided. Our staff at each surgical facility generally includes a facility administrator, a business manager, a medical director, registered nurses, operating room technicians and clerical workers. At each of our surgical facilities, we have arrangements with anesthesiologists to provide anesthesiology services. We also provide each of our surgical facilities with a full range of financial, marketing and operating services. For example, our regional managed care directors assist the local management team

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at each of our surgical facilities in developing relationships with managed care providers and negotiating managed care contracts.

        The majority of our surgical facilities are Medicare certified. To ensure that a high level of care is provided, we implement quality assurance procedures at each of our surgical facilities. In addition, a majority of our surgical facilities are also independently accredited by either the Joint Commission or the Accreditation Association for Ambulatory Health Care. Each of our surgical facilities are available for use only by licensed physicians who have met professional credentialing requirements established by the facility's medical advisory committee. In addition, each surgical facility's medical director supervises and is responsible for the quality of medical care provided at the surgical facility.

Surgical Facility Ownership Structure

        We own and operate our surgical facilities through partnerships or limited liability companies. Local physicians or physician groups also own an interest in most of our surgical facilities. In some cases, a hospital system may own an interest in our surgical facility. One of our wholly-owned subsidiaries typically serves as the general partner or managing member of our surgical facilities. We generally own a majority interest in our surgical facilities, or otherwise have sufficient control over the facilities to be able to consolidate the financial results of operations of the facilities with ours. In some instances, we will acquire ownership in a surgical facility with the prior owners retaining ownership, and, in some cases, we offer new ownership to other physicians or hospital partners. We hold majority ownership in 40 of the 59 surgical facilities in which we own an interest. We typically guarantee all of the debts of these partnerships and limited liability companies, even though we do not own all of the ownership in the surgical facilities. We also provide intercompany debt which is usually secured by a pledge of assets of the partnership or limited liability company. We also have a management agreement with each of the surgical facilities, under which we provide day-to-day management services for a management fee, which is typically 4% to 6% of the revenues of the facility.

        Each of the partnerships and limited liability companies through which we own and operate our surgical facilities is governed by a partnership or operating agreement. These partnership and operating agreements typically provide, among other things, for voting rights and limited transfer of ownership. The partnership and operating agreements also provide for the distribution of available cash to the owners. In addition, the agreements typically restrict the physician owners from owning an interest in a competing surgical facility during the period in which the physician owns an interest in our surgical facility and for one year after that period. The partnership and operating agreements for our surgical facilities typically provide that the facilities will purchase all of the physicians' ownership if certain adverse regulatory events occur, such as it becoming illegal for the physicians to own an interest in a surgical facility, refer patients to a surgical facility or receive cash distributions from a surgical facility. The purchase price that we would be required to pay for the ownership is based on pre-determined formulas, typically either a multiple of the surgical facility's EBITDA, as defined in our partnership and operating agreements, or the fair market value of the ownership as determined by a third-party appraisal. Some of these agreements require us to make a good faith effort to restructure our relationships with the physician investors in a manner that preserves the economic terms of the relationship prior to purchasing these interests. See "Risk Factors" and "—Governmental Regulation." In certain circumstances, we have the right to purchase a physician's ownership, including upon a physician's breach of the restriction on ownership provisions of a partnership or operating agreement. In some cases, we have the right to require the physician owners to purchase our ownership in the event our management agreement with a surgical facility is terminated. In one surgical facility, the physician owners have the right to purchase our ownership upon a change in our control.

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Surgical Facilities

        The following table sets forth information regarding each of our surgical facilities as of June 30, 2008:

Surgical Facility	City	Number of Operating Rooms		Number of Treatment Rooms	Symbion Percentage Ownership
Alabama
Birmingham Surgery Center	Birmingham		6	2		61	%(1)
California
Specialty Surgical Center of Beverly Hills/Brighton Way	Beverly Hills		3	1		66	%(1)
Specialty Surgical Center of Beverly Hills/Wilshire Boulevard	Beverly Hills		4	2		66	%(1)
Specialty Surgical Center of Thousand Oaks	Thousand Oaks		4	2		1	%
Specialty Surgical Center of Encino	Encino		4	2		57	%(1)
Specialty Surgical Center of Irvine	Irvine		4	1		32	%
Specialty Surgical Center of Arcadia	Arcadia		3	1		37	%
Colorado
Minimally Invasive Spine Center	Boulder		2	1		44	%(1)
Dry Creek Surgery Center	Denver		6	2		100	%(1)
Animas Surgical Hospital(2)	Durango		4	1		56	%(1)
				12 hospital rooms
Florida
DeLand Surgery Center	DeLand		3	2		76	%(1)
West Bay Surgery Center	Largo		4	4		51	%(1)
Jacksonville Beach Surgery Center	Jacksonville		4	1		81	%(1)
Cape Coral Ambulatory Surgery Center	Cape Coral		5	6		65	%(1)
Lee Island Coast Surgery Center	Fort Myers		5	3		50	%(1)
Orlando Surgery Center	Orlando		5	1		66	%(1)
Tampa Bay Regional Surgery Center	Largo		1	2		51	%(1)
The Surgery Center of Ocala	Ocala		4	2		51	%(1)
Blue Springs Surgery Center	Orange City		3	2		30	%
Georgia
Premier Surgery Center	Brunswick		3	—		58	%(1)
The Surgery Center	Columbus		4	2		63	%(1)
Hawaii
Honolulu Spine Center	Honolulu		2	—		50	%
Illinois
Valley Ambulatory Surgery Center	St. Charles		6	1		40	%(1)
Indiana
Vincennes Surgery Center	Vincennes		3	1		52	%(1)
New Albany Outpatient Surgery	New Albany		3	1		71	%(1)
Kansas
Cypress Surgery Center	Wichita		6	5		54	%(1)
Kentucky
DuPont Surgery Center	Louisville		5	—		61	%(1)
Louisiana
Greater New Orleans Surgery Center	Metairie		2	—		30	%(1)

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Surgical Facility	City	Number of Operating Rooms		Number of Treatment Rooms	Symbion Percentage Ownership
Physicians Surgical Specialty Hospital(2)	Houma		5	8		53	%(1)
				10 hospital rooms
Surgery Center of Hammond	Hammond		4	2		73	%(1)
Massachusetts
Worcester Surgery Center	Worcester		4	1		81	%(1)
Worcester ENT	Worcester		1	—		51	%(1)
Michigan
Novi Surgery Center	Novi		4	3		13	%
Minnesota
Maple Grove	Maple Grove		4	3		20	%
Missouri
Central Missouri Medical Park Surgical Center	Jefferson City		4	2		40	%(1)
Timberlake Surgery Center	Chesterfield		4	1		55	%(1)
Chesterfield Spine Center	Chesterfield		2	1		13	%
Mississippi
DeSoto Surgery Center	DeSoto		2	1		—	(3)
Physicians Outpatient Center	Oxford		4	2		—	(3)
New York
South Shore Ambulatory Surgery Center	Lynbrook		4	1		65	%(4)
North Carolina
Orthopaedic Surgery Center of Asheville	Asheville		3	—		61	%(1)
Wilmington SurgCare	Wilmington		7	3		75	%(1)
Ohio
Physicians Ambulatory Surgery Center	Circleville		2	—		53	%(1)
Valley Surgical Center	Steubenville		3	1		56	%(1)
Oklahoma
Lakeside Women's Hospital(2)	Oklahoma City		3	3		42	%
				16 hospital rooms
Pennsylvania
Village SurgiCenter	Erie		5	1		71	%(1)
Havertown	Havertown		4	2		49	%(1)
Rhode Island
Bayside Endoscopy Center	Providence		—	6		75	%(1)
East Greenwich	East Greenwich		—	2		75	%(1)
South Carolina
The Center for Specialty Surgery	Greenville		2	—		74	%(1)
Tennessee
Baptist Germantown Surgery Center	Memphis		6	1		—	(3)
Cool Springs Surgery Center	Franklin		5	1		35	%
East Memphis Surgery Center	Memphis		6	1		—	(3)
Midtown Surgery Center	Memphis		4	—		—	(3)
Southwind GI	Memphis		1	—		100	%(1)
Union City Center	Union City		2	1		—	(3)
UroCenter	Memphis		3	—		—	(3)

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Surgical Facility	City	Number of Operating Rooms		Number of Treatment Rooms	Symbion Percentage Ownership
Premier Orthopaedic Surgery Center	Nashville		2	1		20	%
Renaissance Surgery Center	Bristol		2	1		37	%(1)
Texas
Central Park Surgery Center	Austin		5	1		44	%(1)
Clear Fork Surgery Center	Fort Worth		4	1		34	%(1)
Northeast Baptist Surgery Center	San Antonio		4	4		57	%(1)
NorthStar Surgical Center	Lubbock		6	4		45	%(1)
Surgery Center of Duncanville	Duncanville		4	1		43	%(1)
Texarkana Surgery Center	Texarkana		4	3		62	%(1)
Washington
Bellingham Surgery Center	Bellingham		4	—		85	%(1)
Microsurgical Spine Center	Puyallup		2	—		50	%(1)

(1)

We consolidate this surgical facility for financial reporting purposes.

(2)

This surgical facility is licensed as a hospital.

(3)

We manage this surgical facility, but do not have ownership in the facility.

(4)

We hold 65% ownership in the limited liability company which provides administrative services to this surgical facility. Due to regulatory restrictions in the State of New York, we cannot directly hold ownership in the surgical facility.

Strategic Relationships

        When attractive opportunities arise, we may develop, acquire or operate surgical facilities through strategic alliances with health care systems and other health care providers. We believe that forming a relationship with a health care system can enhance our ability to attract physicians and access managed care contracts for our surgical facilities in that market. We currently have strategic relationships with:

•

Vanderbilt Health Services, Inc., with which we own and operate a surgical facility in Franklin, Tennessee;



•

Vanguard Health Systems, Inc., with which we own and operate a surgical facility in San Antonio, Texas;



•

Baptist Memorial Health Services, Inc., for which we manage seven surgical facilities in Memphis, Tennessee and surrounding areas;



•

Harris Methodist Ft. Worth, with which we own and operate a surgical facility in Fort Worth, Texas;



•

Fairview Health System, with which we are developing a surgical facility with local physicians in Minneapolis, Minnesota;



•

King's Daughters Hospital and a group of local physicians affiliated with King's Daughters Clinic, with whom we are developing a surgical facility in Temple, Texas; and



•

Adventist Health System, with which we are developing a surgical facility in Orange City, Florida.

        The strategic relationships through which we own and operate surgical facilities are governed by partnership and operating agreements that are generally comparable to the partnership and operating agreements of the other surgical facilities in which we own an interest. The primary difference between the structure of these strategic relationships and the other surgical facilities in which we hold ownership

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is that, in these strategic relationships, a health care system holds ownership in the surgical facility, in addition to physician investors. For a general description of the terms of our partnership and operating agreements, see "—Operations—Surgical Facility Ownership Structure." In each of these strategic relationships, we have also entered into a management agreement under which we provide day-to-day management services for a management fee based on a percentage of 4% to 6% of the revenues of the surgical facility. The terms of those management agreements are comparable to the terms of our management agreements with other surgical facilities in which we own an interest.

        We manage seven surgical facilities owned by Baptist Memorial Health Services, Inc. ("Baptist Memorial") under management agreements with Baptist Memorial, in exchange for a management fee based on a percentage of the revenues of these surgical facilities. The management agreements terminate on various dates from March to June 2009 and may be terminated earlier by either party for material breach after notice and an opportunity to cure. We have also entered into a development agreement with Baptist Memorial under which we are to provide development support for new surgical facilities that may be developed by Baptist Memorial in exchange for a development fee negotiated for each developed surgical facility.

Acquisition and Development of Surgical Facilities

        We intend to expand our presence in the surgical facility market by making strategic acquisitions of existing surgical facilities and by developing new surgical facilities in cooperation with local physician partners and, when appropriate, with hospital systems and other strategic partners. We have the flexibility to structure our partnerships as two-way arrangements where either we are a majority owner partnered with physicians or we are a minority owner with buy-up rights. These buy-up rights give us the option to own a controlling interest at some point in the future. Alternatively, we may choose to pursue a three-way arrangement with physicians and a health care system partner.

         Acquisition Program.    We employ a dedicated acquisition team with experience in health care services. Our team seeks to acquire surgical facilities that meet our criteria, including prominence and quality of physician partners, specialty mix, opportunities for growth, level of competition in the local market, level of managed care penetration and our ability to access managed care organization contracts. Our team utilizes its extensive industry contacts, as well as referrals from current physician partners and other sources, to identify, contact and develop potential acquisition candidates.

        We believe there are numerous acquisition opportunities that would pass our general screening criteria. We carefully evaluate each of our acquisition opportunities through an extensive due diligence process to determine which facilities have the greatest potential for growth and profitability improvements under our operating structure. In many cases, the acquisition team identifies specific opportunities to enhance a facility's productivity post-acquisition. For example, we may renovate or construct additional operating or treatment rooms in existing facilities to meet anticipated demand for procedures based on analysis of local market characteristics. Our team may also identify opportunities to attract additional physicians to increase the acquired facility's revenues and profitability. Once we decide to proceed with an acquisition proposal, we use a pricing strategy that targets a threshold return on invested capital over a period of five years. We have acquired 49 surgical facilities since January 1999 and anticipate acquiring about three to four surgical facilities annually during the next two to three years.

         Development Program.    We develop surgical facilities in markets in which we identify substantial interest by physicians and payors. We have experience in developing both single and multi-specialty surgical facilities. When we develop a new surgical facility, we generally provide all of the services necessary to complete the project. We offer in-house capabilities for structuring partnerships and financing facilities and work with architects and construction firms in the design and development of surgical facilities. Before and during the development phase of a new surgical facility, we analyze the

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competitive environment in the local market, review market data to identify appropriate services to provide, prepare and analyze financial forecasts, evaluate regulatory and licensing issues and assist in designing the surgical facility and identifying appropriate equipment to purchase or lease. After the surgical facility is developed, we generally provide startup operational support, including information systems, equipment procurement and financing. We have developed 22 surgical facilities since January 1999. We opened three surgical facilities in 2007 and three in 2008, and are currently developing two surgical facilities, one of which is scheduled to open in 2008 and one is scheduled to open in 2009.

        Development and construction of a typical ambulatory surgery center generally takes us from 12 to 18 months, depending on whether we are building the facility or improving available space. Total development costs typically amount to $4.0 to $6.0 million. Development costs include estimated construction costs of $1.5 million to $2.0 million typically for improving existing space, equipment and other furnishing costs of $1.5 million to $2.5 million and working capital of approximately $1.0 million to $1.5 million that is generally required to sustain operations for the initial six to 12 months of operations. Development of a hospital with the same operating capacity as a typical ambulatory surgery center would require additional capital to build and equip additional features, such as inpatient hospital rooms, and to provide other ancillary services, if required. We typically fund about 80% of the development costs of a new surgical facility with corporate borrowings and cash from operations, and the remainder with equity contributed by us and the other owners of the center. For our consolidated surgical facilities, the indebtedness typically consists of intercompany loans that we provide, and for our non-consolidated surgical facilities, of third-party debt for which we provide a guarantee for only our pro rata share. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Other Services

        Although our business is primarily focused on owning and operating surgical facilities, we also provide other services that complement our core surgical facility business. Specifically, we currently manage large physician practices in Memphis, Tennessee and Johnson City, Tennessee. Each of these physician practices has entered into an agreement with us, which provides, among other things, that we will provide billing, financial services and other business management services in exchange for a management fee.

Information Systems and Controls

        Each of our surgical facilities uses a financial reporting system that provides information to our corporate office to track financial performance on a timely basis. In addition, each of our surgical facilities uses an operating system to manage its business that provides critical support in areas such as scheduling, billing and collection, accounts receivable management, purchasing and other essential operational functions. We have implemented systems to support all of our surgical facilities and to enable us to access more easily information about our surgical facilities on a timely basis.

        We calculate net revenues through a combination of manual and system-generated processes. Our operating systems include insurance modules that allow us to establish profiles of insurance plans and their respective payment rates. The systems then match the charges with the insurance plan rates and compute a contractual adjustment estimate for each patient account. We then manually review the reasonableness of the systems' contractual adjustment estimate using the insurance profiles. This estimate is adjusted, if needed, when the insurance payment is received and posted to the account. Net revenues are computed and reported by the systems as a result of this activity.

        It is our policy to collect co-payments and deductibles prior to providing services. It is also our policy to verify a patient's insurance 72 hours prior to the patient's procedure. Because our services are primarily non-emergency, our surgical facilities have the ability to control these processes. We do not

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track exceptions to these policies, but we believe that they occur infrequently and involve insignificant amounts. When they do occur, we require patients whose insurance coverage is not verified to assume full responsibility for the fees prior to services being rendered and we seek prompt payment of co-payments and deductibles and verification of insurance following the procedure.

        We manually input each patient's account record and the associated billing codes. Our operating systems then calculate the amount of fees for that patient and the amount of the contractual adjustments. Claims are submitted electronically if the payor accepts electronic claims. We use clearinghouses for electronic claims, which then forward the claims to the respective payors. Payments are manually input to the respective patient accounts.

        We have developed proprietary measurement tools to track key operating statistics at each of our surgical facilities by integrating data from our local operating systems and our financial reporting systems. Management uses these tools to measure operating results against target thresholds and to identify, monitor and adjust areas such as specialty mix, staffing, operating costs, employee expenses and accounts receivable management. Our corporate and facility- level management team is compensated in part using performance-based incentives focused on revenues growth and improvement in operating income.

Marketing

        Our sales and marketing efforts are directed primarily at physicians who would use our surgical facilities. Marketing activities directed at physicians and other health care providers are coordinated locally by the individual surgical facility and are supplemented by dedicated corporate personnel. These activities generally emphasize the benefits offered by our surgical facilities compared to other facilities in the market, such as the proximity of our surgical facilities to physicians' offices, the ability to schedule consecutive cases without preemption by inpatient or emergency procedures, the efficient turnaround time between cases, our advanced surgical equipment and our simplified administrative procedures. Although the facility administrator is the primary point of contact, physicians who utilize our surgical facilities are important sources of recommendations to other physicians regarding the benefits of using our surgical facilities. Each facility administrator develops a target list of physicians and we continually review these marketing lists and the facility administrator's progress in contacting and successfully attracting additional local physicians.

        We also market our surgical facilities directly to payors, such as HMOs, PPOs and other managed care organizations and employers. Payor marketing activities conducted by our corporate office management and facility administrators emphasize the high quality of care, cost advantages and convenience of our surgical facilities, and are focused on making each surgical facility an approved provider under local managed care plans.

Competition

        In each market in which we operate a surgical facility, we compete with hospitals and operators of other surgical facilities to attract physicians and patients. We believe that the competitive factors that affect our surgical facilities' ability to compete for physicians are convenience of location of the surgical facility, access to capital and participation in managed care programs. In addition, we believe the national prominence, scale and reputation of our company are instrumental in attracting physicians. We believe that our surgical facilities attract patients based upon our quality of care, the specialties and reputations of the physicians who operate in our surgical facilities, participation in managed care programs, ease of access and convenient scheduling and registration procedures.

        In developing or acquiring existing surgical facilities, we compete with other public and private surgical facility and hospital companies. Several large national companies own and/or manage surgical facilities, including HCA Inc., Universal Health Services, Inc., AmSurg Corp. and United Surgical

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Partners International, Inc. We also face competition from local hospitals, physician groups and other providers who may compete with us in the ownership and operation of surgical facilities.

Employees

        At June 30, 2008, we had about 3,200 employees, of which about 1,900 were full-time employees. None of our employees are represented by a collective bargaining agreement. We believe that we have a good relationship with our employees.

Environmental

        We are subject to various federal, state and local laws and regulations relating to the protection of the environment and human health and safety, including those governing the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites and the maintenance of a safe workplace. Our operations include the use, generation and disposal of hazardous materials. We may, in the future, incur liability under environmental statutes and regulations with respect to contamination of sites we own or operate (including contamination caused by prior owners or operators of such sites, abutters or other persons) and the off-site disposal of hazardous substances. We believe that we have been and are in substantial compliance with the terms of all applicable environmental laws and regulations and that we have no liabilities under environmental requirements that we would expect to have a material adverse effect on our business, results of operations or financial condition.

Insurance

        We maintain liability insurance in amounts that we believe are appropriate for our operations. Currently, we maintain professional and general liability insurance that provides coverage on a claims made basis of $1.0 million per occurrence and $3.0 million in annual aggregate coverage per surgical facility including the facility and employed staff. We also maintain business interruption insurance and property damage insurance, as well as an additional umbrella liability insurance policy in the aggregate amount of $20.0 million. Coverage under certain of these policies is contingent upon the policy being in effect when a claim is made regardless of when the events which caused the claim occurred. The cost and availability of such coverage has varied widely in recent years. In addition, physicians who provide professional services in our surgical facilities are required to maintain separate malpractice coverage with similar minimum coverage limits. While we believe that our insurance policies are adequate in amount and coverage for our anticipated operation, we cannot assure you that the insurance coverage is sufficient to cover all future claims or will continue to be available in adequate amounts or at a reasonable cost.

Reimbursement

Medicare—Ambulatory Surgery Centers

        Payments under the Medicare program to ambulatory surgery centers are made under a system whereby the Secretary of the Department of Health and Human Services (the "Secretary") determines payment amounts prospectively for various categories of medical services performed in ambulatory surgery centers, subject to an inflation adjustment. The payments are not based on a center's costs or reasonable charges. The various state Medicaid programs also pay us a fixed payment for our services, which amount varies from state to state. About 19% of our patient service revenues during 2006 and 21% during 2007 were attributable to Medicare and Medicaid payments.

        The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (the "MMA") limits increases in Medicare reimbursement rates for ambulatory surgery centers. Under the MMA, the 2% increase in Medicare reimbursement rates for ambulatory surgery centers that became effective on October 1, 2003, was limited beginning April 1, 2004, to an amount equal to the increase in the

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Consumer Price Index for all urban consumers as estimated by the Secretary for the 12-month period ended June 30, 2003, minus 3.0 percentage points. The MMA also provides that there will be no increase in these rates during the years 2005 through 2009. In addition, the MMA also directed the CMS to develop a new ambulatory surgery center payment system taking into account findings in a Congressionally mandated Government Accountability Office ("GAO") study that would assess the appropriateness of basing the new ambulatory surgery center system on Medicare's hospital outpatient department payment system. Under the MMA, the new ambulatory surgery center payment system must be designed to result in the same aggregate amount of expenditures for surgical services provided at ambulatory surgery centers as would have been made if the new system were not adopted.

        On February 1, 2006, Congress passed the Deficit Reduction Act of 2005, or DRA. The DRA provides that for procedures furnished on or after January 1, 2007, but before the implementation of the revised ambulatory surgery center payment system that CMS is required to develop under the MMA, a surgery center cannot recoup more than the hospital outpatient department rate for a specific procedure, even if the standard overhead amount of the procedure exceeds the hospital outpatient department rate.

        On November 1, 2006, CMS issued a final rule that amended Medicare's list of approved ambulatory surgery center procedures for 2007 and implemented the payment caps that were imposed by the DRA of 2005. Under the final rule, 21 procedures were added to the ambulatory surgery center approved procedure list, and the ambulatory surgery center payment rates for 275 procedures were reduced to reflect the lower hospital outpatient prospective payment rate.

        On July 16, 2007, CMS issued a final rule that expands the list of approved ambulatory surgery center procedures effective January 1, 2008 to include all surgical procedures other than those that pose a significant safety risk or generally require an overnight stay, to a total of approximately 3,400 procedures offered. Addendum AA to the final rule contains 3,443 covered ambulatory surgery center procedures for calendar year 2008, which includes 82 procedures that are packaged with other covered procedures and therefore cannot be separately billed. However, for surgical procedures that were added to the approved ambulatory surgery center procedure list on or after January 1, 2008 that are commonly performed in physician offices, the final rule limits ambulatory surgery center payments to the lesser of the non-facility practice expense payment under the Medicare physician fee schedule or the new ambulatory surgery center payment rates for those procedures.

        In addition, the final rule implements changes to the ambulatory surgery center payment system that are required under the MMA. Under the final rule, effective January 1, 2008, ambulatory surgery center payment rates are based on the ambulatory payment classifications ("APCs") that are used to categorize procedures under the hospital outpatient prospective payment system. The newly added procedures are subject to the revised ambulatory surgery center payment rates in 2008. Under the final rule, the ambulatory surgery center payment rate conversion factor would be updated by the rate of increase in the consumer price index for urban consumers beginning in 2010. On November 1, 2007, CMS released a final rule establishing the ambulatory surgery center payment rates and the ambulatory surgery center list of payable procedures utilizing the ambulatory surgery center Medicare payment system announced in the July rule. For services provided on or after January 1, 2008, ambulatory surgery centers generally are paid approximately 65% of the hospital outpatient department rates. The new ambulatory surgery center payment rates will be phased in over a four year period and apply to services provided on or after January 1, 2008. Newly approved procedures are not subject to the phase-in and are paid at the 2008 rate.

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        On August 31, 2007, CMS proposed changes to the ambulatory surgery center conditions for coverage. The proposed rule defines ambulatory surgery centers as providing services not requiring an "overnight stay," which is defined as a stay exceeding 11:59 p.m. on the day of surgery. Among other changes, the proposed rule contains additional detail on the quality assurance and performance improvement programs ambulatory surgery centers are required to have. We intend for our surgical facilities to comply with the Medicare requirements and certain changes to surgical facility operations may be required to assure compliance with these conditions if they are adopted as proposed. However, we cannot provide assurance that CMS will adopt these changes as proposed or that additional operational changes will not be required in response to future revisions.

        While difficult to predict, the ultimate impact of the changes on our centers' performance will depend upon a number of different factors, including, but not limited to, (i) the annual payment rates, which are subject to annual recalculation, and (ii) each center's case mix and ability to realize increased volume as the list of approved ambulatory surgery center procedures is expanded. If the annual payment recalculations result in a further decrease in ambulatory surgery center payment rates for procedures performed in our centers, our revenues and profitability could be materially adversely affected. In addition, legislation has and will likely continue to be introduced in Congress to further adjust the new ambulatory surgery center payment system and refine Medicare's reimbursement policies. We cannot predict the potential scope and impact of any future legislative or regulatory changes.

Medicare—Hospitals

        Three of our surgical facilities are licensed as hospitals. The Medicare program pays hospitals on a prospective payment system for acute inpatient services. Under this prospective payment system, a hospital receives a fixed amount for inpatient hospital services based on each patient's final assigned diagnosis related group ("DRG"). These payments do not consider a specific hospital's costs, but are national rates adjusted for area wage differentials and case-mix index. For several years, the percentage increases to the prospective payment rates have been generally lower than the percentage increases in the costs of goods and services for hospitals. On August 2, 2007, CMS issued a final rule that, beginning in fiscal year 2008, replaces the hospital Inpatient Prospective Payment System's ("IPPS's") existing 538 diagnosis related groups ("DRGs") with 745 Medicare Severity DRGs that are intended to better recognize each patient's severity of illness. The new Medicare Severity DRGs are expected to increase payments to hospitals that treat more severely ill and costlier patients and decrease payments to hospitals that generally treat less severely ill persons. On July 31, 2008, CMS released the final 2009 IPPS rule. In addition to providing for a 3.6% increase in reimbursement rates, the final rule revises the requirements relating to disclosure to patients of physician ownership and investment interests in hospitals and contains other revisions to the physician self-referral requirements with which the hospitals must comply.

        Most outpatient services provided by hospitals are reimbursed by Medicare under the outpatient prospective payment system. This outpatient prospective payment system is based on a system of Ambulatory Payment Classifications ("APC"). Each APC represents a bundle of outpatient services, and each APC has been assigned a fully prospective reimbursement rate. The market basket increase for APC payment rates for fiscal year 2007 was 3.4%. However, after taking into account changes that CMS made to the APCs and certain of its hospital outpatient prospective payment system reimbursement policies, most hospitals are expected to receive an overall average increase of 3.0% in Medicare payments for outpatient services in 2007. A final rule issued by CMS on November 1, 2007 provides for a market basket increase for APC payment rates for calendar year 2008 of 3.3%.

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Private Third-Party Payors

        In addition to paying professional fees directly to the physicians performing medical services, most private third-party payors also pay a facility fee to ambulatory surgery centers for the use of the centers' surgical facilities and reimburse hospitals for the charges associated with the facilities and services that are provided by the hospitals to the third-party payors' beneficiaries. Most third-party payors pay pursuant to a written contract with our surgical facilities. These contracts generally require our hospitals and ambulatory surgery centers to offer discounts from their established charges.

        Some of our payments from third-party payors come from third-party payors with which our surgical facilities do not have a written contract. In those situations, commonly known as "out-of-network" services, we generally charge the patients the same co-payment or other patient responsibility amounts that we would have charged had our center had a contract with the payor. We also submit a claim for the services to the payor along with full disclosure that our surgical facility has charged the patient an in-network patient responsibility amount. Historically, those third-party payors who do not have contracts with our surgical facilities have typically paid our claims at higher than comparable contracted rates. However, there is a growing trend for third- party payors to adopt out-of-network fee schedules that are more comparable to our contracted rates, or to take other steps to discourage their enrollees from seeking treatment at out-of-network surgical facilities. In these cases, we seek to enter into contracts with the payors. Typically, we have seen a decrease in revenues per case and an increase in volume of cases in those instances, resulting in an overall decrease in revenues to the surgical facility where we transition from out-of-network to in-network billing. We can provide no assurance that we will see a sufficient increase in volume of cases to compensate for the decrease in per case revenues where we transition from out-of-network to in-network billing. See "Management's Discussion and Analysis of Financial Condition and Results of Operation—Executive Overview—Operating Trends."

Workers' Compensation

        Our surgical facilities also provide services to injured workers and receive payment from workers' compensation payors pursuant to the various state workers' compensation statutes. Historically, workers' compensation payors have paid surgical facilities a percentage of the surgical facilities' charges. However, workers' compensation payment amounts are subject to legislative, regulatory, and other payment changes over which we have no control. In recent years, there has been a trend for states to implement workers' compensation fees schedules with rates generally lower than what our surgical facilities have historically been paid for the same services. With the exception of Missouri, all of the states in which our surgical facilities operate have recently adopted workers' compensation fee schedules or other types of workers' compensation payment reforms. Although South Carolina recently adopted a workers' compensation fee schedule, the fee schedule is currently the subject of litigation. A reduction in workers' compensation payment amounts could have a material adverse effect on the revenues of our surgical facilities.

        Over the past several years, governmental and private purchasers of health care services have begun to actively monitor the growth in health care expenditures and have taken affirmative steps, such as the implementation of fee schedules and the modification of existing payment methodologies, to contain health care expenditures. The governmental and private purchasers of health care services are likely to continue these activities in the future. We cannot predict what further legislation may be enacted or what regulations or guidelines may be established concerning third-party reimbursement by state, federal or private programs. In addition, market and cost factors affecting the fee structure, cost containment and utilization decisions of third-party payors and other payment factors over which we have no control could have a material adverse effect on the revenues of our surgical facilities. See "Management's Discussion and Analysis of Financial Condition and Results of Operation—Executive Overview—Operating Trends."

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Governmental Regulation

General

        The health care industry is highly regulated, and we cannot provide any assurance that the regulatory environment in which we operate will not significantly change in the future or that we will be able to successfully address any such changes. In addition to extensive, existing government health care regulation, there continue to be numerous initiatives on the federal and state levels affecting the payment for and availability of health care services. We believe that these health care initiatives will continue during the foreseeable future. Some of the reform initiatives proposed in the past, such as further reductions in Medicare and Medicaid payments and additional prohibitions on physician ownership of facilities to which they refer patients, could, if adopted, adversely affect us and our business.

        Every state imposes licensing requirements on individual physicians and health care facilities. In addition, federal and state laws regulate HMOs and other managed care organizations. Many states require regulatory approval, including licensure and in some cases certificates of need, before establishing certain types of health care facilities, including surgical hospitals and ambulatory surgery centers, offering certain services, including the services we offer, or making expenditures in excess of certain amounts for health care equipment, facilities or programs. We believe that hospital, outpatient surgery, and diagnostic services will continue to be subject to intense regulation at the federal and state levels.

        Our ability to operate profitably will depend in part upon all of our surgical facilities obtaining and maintaining all necessary licenses, certificates of need and other approvals and operating in compliance with applicable health care regulations. If we fail to obtain any necessary licenses or certifications or fail to maintain our existing licenses and certifications, it could have a material adverse effect on our business.

        The laws of many states prohibit physicians from splitting fees with non-physicians (i.e., sharing in a percentage of professional fees), prohibit non-physician entities (such as us) from practicing medicine to exercise control over or employ physicians and prohibit referrals to facilities in which physicians have a financial interest. We believe our activities do not violate these state laws. However, future interpretations of, or changes in, these laws might require structural and organizational modifications of our existing relationships with facilities and physician networks, and we cannot assure you that we would be able to appropriately modify such relationships. In addition, statutes in some states could restrict our expansion into those states.

        Our surgical facilities are subject to federal, state and local laws dealing with issues such as occupational safety, employment, medical leave, insurance regulations, civil rights, discrimination, building codes, and medical waste and other environmental issues. Federal, state and local governments are expanding the regulatory requirements on businesses. The imposition of these regulatory requirements may have the effect of increasing operating costs and reducing the profitability of our operations.

        We are unable to predict what additional government regulations, if any, affecting our business may be enacted in the future or how existing or future laws and regulations might be interpreted. If we, or any of our surgical facilities, fail to comply with applicable laws, it might have a material adverse effect on our business.

Certificates of Need and Licensure

        Capital expenditures for the construction of new health care facilities, the addition of beds or new health care services or the acquisition of existing health care facilities may be reviewable by state

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regulators under statutory schemes that are sometimes referred to as certificate of need laws. States with certificate of need laws place limits on the construction and acquisition of health care facilities and the expansion of existing facilities and services. In these states, approvals, generally known as certificates of need, are required for capital expenditures exceeding amounts that involve the development, acquisition and/or expansion of certain facilities or services, including surgical facilities. We have a concentration of surgical facilities in certificate of need states as we believe the regulations present a competitive advantage to existing operators.

        State certificate of need laws generally provide that, prior to the addition of new beds, the construction of new health care facilities, the introduction of new health care services or the acquisition of any existing health care facility by a new owner, a designated state health planning agency must determine that a need exists for those beds, facilities or services. The certificate of need process is intended to promote comprehensive health care planning, assist in providing high quality health care at the lowest possible cost and avoid unnecessary duplication by ensuring that only those health care facilities that are needed will be built or maintained.

        Typically, to obtain a certificate of need, the provider of services submits an application to the appropriate agency with information concerning the area and population to be served, the anticipated demand for the facility or service to be provided, the amount of capital expenditure, the estimated annual operating costs, the relationship of the proposed facility or service to the overall state health plan and the cost per patient day for the type of care contemplated and in cases involving the proposed acquisition of an existing facility, the financial resources and operational experience of the proposed new owners of such facility. The issuance of a certificate of need is based upon a finding of need by the agency in accordance with criteria set forth in certificate of need laws and state and regional health plans. If the proposed facility, service or acquisition is found to be necessary and the applicant is found to be the appropriate provider, the agency will issue a certificate of need containing a maximum amount of expenditure and a specific time period for the holder of the certificate of need to implement the approved project.

        Our health care facilities are also subject to state licensing requirements for medical providers. Our surgical facilities have licenses to operate as ambulatory surgery centers in the states in which they operate, except for (i) one surgical facility in Colorado, one surgical facility in Louisiana and one surgical facility in Oklahoma that are licensed as hospitals and (ii) one surgical facility in the state of Washington where the state does not issue licenses for ambulatory surgery centers. Our surgical facilities that are licensed as ambulatory surgery centers must meet all applicable requirements for ambulatory surgery centers. In addition, even though our surgical facilities that are licensed as hospitals provide surgical services, they must meet all applicable requirements for general hospital licensure. To assure continued compliance with these regulations, governmental and other authorities periodically inspect our surgical facilities. The failure to comply with these regulations could result in the suspension or revocation of a facility's license. In addition, based on the specific operations of our surgical facilities, some of these facilities maintain a pharmacy license, a controlled substance registration, a clinical laboratory certification waiver, and environmental protection permits for biohazards and/or radioactive materials, as required by applicable law.

Medicare and Medicaid Participation

        The majority of our revenues are expected to continue to be received through third-party reimbursement programs, including state and federal programs, such as Medicare and Medicaid, and private health insurance programs. Medicare is a federally funded and administered health insurance program, primarily for individuals entitled to social security benefits who are 65 or older, who have end-stage renal disease or who are disabled. Medicaid is a health insurance program jointly funded by state and federal governments that provides medical assistance to qualifying low income persons. Each state Medicaid program covers in-patient hospital services and has the option to provide payment for

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ambulatory surgery center services. The Medicaid programs of all of the states in which we currently operate cover ambulatory surgery center services. However, these states may not continue to cover ambulatory surgery center services, and states into which we expand our operations may not cover or continue to cover ambulatory surgery center services.

        To participate in the Medicare program and receive Medicare payment, our surgical facilities must comply with regulations promulgated by the U.S. Department of Health and Human Services. Among other things, these regulations, known as "conditions of participation," impose numerous requirements on the facility, its equipment, its personnel and its standards of medical care, as well as compliance with all applicable state and local laws and regulations. On April 26, 2007, CMS issued a policy memorandum that reaffirmed its prior interpretation of its conditions of participation that all hospitals (other than Critical Access Hospitals) participating in the Medicare program are required to provide basic emergency care interventions regardless of whether or not the hospital maintains an emergency department. Our three facilities licensed as hospitals are required to meet this requirement to maintain their participating provider status in the Medicare program. One of our hospitals, which does not have an emergency room, maintains a protocol for the transfer of patients requiring emergency treatment that may be interpreted as inconsistent with a recent CMS policy memorandum. Our surgical facilities must also satisfy the conditions of participation to be eligible to participate in the various state Medicaid programs. The requirements for certification under Medicare and Medicaid are subject to change and, in order to remain qualified for these programs, we may have to make changes from time to time in our facilities, equipment, personnel or services. Although we intend to continue to participate in these reimbursement programs, we cannot assure you that our surgical facilities will continue to qualify for participation.

        In order to develop its strategic plan required by DRA, in its report to Congress on August 8, 2006, CMS disclosed that it planned to require specialty hospitals to provide certain information to CMS on a periodic basis concerning physician investment interests and require all hospitals to disclose their compensation arrangements with physicians. CMS designed a form entitled "Disclosure of Financial Relationships Report (DFRR)." CMS initially proposed requiring 500 hospitals to report on the DFRR. On April 10, 2008, CMS withdrew its request for Office of Management and Budget approval of the DFRR after industry representatives asserted that CMS had severely underestimated the time it would take for a hospital to complete the form. In the Final 2009 IPPS Rule, CMS announced that it is proceeding with its proposal to send the DFRR to 500 hospitals, although the number may be reduced based on further review and comments to the Paperwork Reduction Act packages to be published separately in the Federal Register. Hospitals will have 60 days to respond to the DFRR and will be subject to penalties for late submissions. If CMS implements the DFRR, we intend for our three surgical facilities that are licensed as hospitals to comply with the DFRR requests to the extent they receive any such requests.

        In the Final 2009 IPPS Rule, CMS also finalized its proposal to require hospitals to disclose physician ownership to patients. Under the final rule, a hospital is required to disclose in writing to patients that physicians and/or immediate family members of physicians hold ownership in the hospital and that a list of owners may be furnished upon request of the patient. These disclosures must be made at the time the hospital provides information regarding scheduled preadmission testing and registration for a planned hospital admission for inpatient care or outpatient service. A hospital's provider agreement may be terminated if it fails to provide the notice. In addition, hospital that does not have a physician on site twenty four hour per day seven day per week could have its provider agreement terminated if it fails to provide notice of this circumstance.

        CMS also mandated that as a condition of continued membership on the hospital medical staff, each physician is be required at the time of a referral to the hospital to disclose in writing to patients referred to the hospital that the physician or an immediate family member holds ownership in the hospital.

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        MMA required the Secretary of HHS to establish a Technical Advisory Group ("TAG") to advise the Secretary on issues related to Emergency Medical Treatment and Labor Act ("EMTALA") regulations and implementation of EMTALA. In the Final 2009 IPPS Rule, CMS noted that the TAG submitted 55 recommendations to the Secretary, certain of which have been adopted and others of which are still under study. Several of the recommendations concern how a hospital will satisfy its on-call list obligations. The TAG recommended that each hospital and its medical staff have an annual plan to address on-call coverage. Recognizing that certain hospitals have difficulty attracting on-call coverage especially for specialties where a physician is on more than one medical staff, the TAG recommended that hospitals be permitted to participate in "community call." All the hospitals in a community could be covered by one on-call physician in a specialty. Thus, if Hospital A and Hospital B share community coverage for a specialty, the physician could provide call at hospital B and patients from Hospital A could be transferred to Hospital B for stabilization requiring specialty care. In the Final 2009 IPPS Rule, CMS outlined the requirements for community call. A hospital participating in community call is still required to provide an initial screening.

        We do not know which of the remaining TAG recommendations will be implemented by CMS or whether any further EMTALA requirements would adversely affect our ability to qualify for participation in Medicare and Medicaid.

Antitrust Laws

        Federal and state antitrust laws prohibit price fixing among competitors. Independent physicians who are not economically integrated through a group practice or some other method of sharing substantial financial risk may be considered "competitors" under antitrust laws and subject to prohibitions on price fixing. Price fixing is considered to be a per se violation of federal antitrust laws. The Federal Trade Commission ("FTC") and the Department of Justice have the authority to bring civil and criminal enforcement actions against persons and entities that violate federal antitrust laws. Moreover, competitors and customers who are injured by activities that violate federal antitrust laws may also bring civil actions against the alleged violator. In some cases, treble damages are available to an injured competitor or customer.

        Prior to 2007, we managed an independent practice association ("IPA") in Louisville, Kentucky. Networks of physicians, such as the IPA that we managed, involve price discussions among competitors, which create antitrust concerns. In recognition of the beneficial nature of these entities in a changing health care environment, the FTC and the U.S. Department of Justice have issued several joint policy statements regarding enforcement in the health care industry that set forth "antitrust safety zones" in which a physician network may safely operate.

        The IPA that we managed may not fit within a safety zone. However, the policy statements issued by the U.S. Department of Justice and the FTC provide that the failure of an IPA to meet all of the requirements of a safety zone will not automatically make the activities of the IPA illegal. Instead, the government examines IPA arrangements on a case by case or "rule of reason" basis to determine if the IPA can demonstrate that its members are economically or clinically integrated and that the pro-competitive aspects of the IPA outweigh the anti-competitive implications of the arrangement. If there are sufficient pro-competitive aspects to the IPA, it will generally not be found to be illegal. Upon request, the FTC and the U.S. Department of Justice will provide advisory opinions regarding the compliance of physician network arrangements with the antitrust statutes. We have not, however, sought such an opinion.

        Effective December 31, 2006, our management of the IPA located in Louisville, Kentucky, ceased because the IPA dissolved its association. We believe the decreased revenues as a result of the dissolution of the IPA will be immaterial to our financial condition and results of operations. Income

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before the provision for income taxes provided by the IPA was less than 1.0% for each of the years ended December 31, 2006 and 2005.

Federal Anti-Kickback Statute and Medicare Fraud and Abuse Laws

        The Social Security Act includes provisions addressing false statements, illegal remuneration and other instances of fraud and abuse in the Medicare program. These provisions are commonly referred to as the Medicare fraud and abuse laws, and include the statute commonly known as the federal anti-kickback statute (the "Anti-Kickback Statute"). The Anti-Kickback Statute prohibits providers and others from, among other things, soliciting, receiving, offering or paying, directly or indirectly, any remuneration in return for either making a referral for or ordering or arranging for or recommending the order of any item or service covered by a federal health care program, including, but not limited to, the Medicare program. Violations of the Anti-Kickback Statute are criminal offenses punishable by imprisonment and fines of up to $25,000 for each violation. Civil violations are punishable by fines of up to $50,000 for each violation, as well as damages of up to three times the total amount of remuneration received from the government for health care claims.

        In addition, the Medicare Patient and Program Protection Act of 1987, as amended by the Health Insurance Portability and Accountability Act of 1996, ("HIPAA"), and the Balanced Budget Act of 1997, impose civil monetary penalties and exclusion from state and federal health care programs on providers who commit violations of the Medicare fraud and abuse laws. Pursuant to the enactment of HIPAA, as of June 1, 1997, the Secretary of the Department of Health and Human Services (the "Secretary") may, and in some cases must, exclude individuals and entities that the Secretary determines have "committed an act" in violation of the Medicare fraud and abuse laws or improperly filed claims in violation of the Medicare fraud and abuse laws from participating in any federal health care program. HIPAA also expanded the Secretary's authority to exclude a person involved in fraudulent activity from participating in a program providing health benefits, whether directly or indirectly, in whole or in part, by the U.S. government. Additionally, under HIPAA, individuals who hold a direct or indirect ownership or controlling interest in an entity that is found to violate the Medicare fraud and abuse laws may also be excluded from the Medicare and Medicaid and other federal and state health care programs if the individual knew or should have known of the activity leading to the conviction or exclusion of the entity, or where the individual is an officer or managing employee of such entity. For the purposes of the statute, the term "should know" means that a person acts in deliberate ignorance or reckless disregard of the truth or falsity of the information. This standard does not require that specific intent to defraud be proven by the Office of the Inspector General of the U.S. Department of Health and Human Services (the "OIG"). Under HIPAA it is also a crime to defraud any commercial health care benefit program.

        Because physician-investors in our surgical facilities are in a position to generate referrals to the facilities, the distribution of available cash to those investors could come under scrutiny under the Anti-Kickback Statute. The U.S. Third Circuit Court of Appeals has held that the Anti-Kickback Statute is violated if one purpose (as opposed to a primary or sole purpose) of a payment to a provider is to induce referrals. Other federal circuit courts have followed this decision. Because none of these cases involved a joint venture such as those owning and operating our surgical facilities, it is not clear how a court would apply these holdings to our activities. It is clear, however, that a physician's investment income from a surgical facility may not vary with the number of his or her referrals to the surgical facility, and we comply with this prohibition.

        In a case involving a physician-owned joint venture, the U.S. Ninth Circuit Court of Appeals held that the Anti-Kickback Statute is violated when a person or entity (1) knows that the statute prohibits offering or paying remuneration to induce referrals and (2) engages in prohibited conduct with the specific intent to violate the law. In that case, the joint venture was determined to have violated the law because its agent solicited prospective limited partners by implying that eligibility to purchase shares in

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the limited partnership was dependent on an agreement to refer business to it, told prospective limited partners that the number of shares they would be permitted to purchase would depend on the volume of business they referred to the venture, and stated that partners who did not refer business would be pressured to leave the partnership. The court also determined that the joint venture was vicariously liable for the actions of its agents, notwithstanding that the agent's actions were contrary to the principal's stated policy.

        Under regulations issued by the OIG, certain categories of activities are deemed not to violate the Anti-Kickback Statute (commonly referred to as the safe harbors). According to the preamble to these safe harbor regulations, the failure of a particular business arrangement to comply with the regulations does not determine whether the arrangement violates the Anti-Kickback Statute. The safe harbor regulations do not make conduct illegal, but instead outline standards that, if complied with, protect conduct that might otherwise be deemed in violation of the Anti-Kickback Statute. Failure to meet a safe harbor does not indicate that the arrangement violates the Anti-Kickback Statute.

        One safe harbor protects profit distributions to investors in small entity joint ventures, such as surgical hospitals and ambulatory surgery centers, which, directly or indirectly, provide services for which payment may be made under federal health care programs (the "Small Entity Investment Safe Harbor"). Under the Small Entity Investment Safe Harbor, profit distributions to an investor are protected from prosecution under the Anti-Kickback Laws if all of the following criteria are met:

        1.     At all times during either the entity's most recent fiscal year or the last twelve (12) months, no more than 40% of each class of investment in the entity was owned by investors who are in a position to make or influence referrals to, furnish items or services to, or otherwise generate business for the entity;

        2.     If the investment is offered to passive investors, it is offered to passive investors who are in a position to make referrals, furnish items or services or otherwise influence business on the same terms as it offered to passive investors not in such a position;

        3.     The terms on which the opportunity to invest is offered to an investor are unrelated to the previous or expected volume of referrals, items, or services furnished, or business generated from the investor to the entity;

        4.     If the entity has passive investors, they are not required to make referrals, furnish items or services or generate business for the entity, or to be in a position to do so, in order to become or remain an investor;

        5.     The entity and its investors do not market or provide the entity's items or services (or those of another entity as part of a cross-referral arrangement) to passive investors differently than to non-investors;

        6.     No more than 40% of the entity's gross revenues in either its most recent fiscal year or the last twelve (12) months were derived from referrals from, items or services furnished by, or otherwise generated by investors;

        7.     The funds used to purchase the investment by investors who or which are in a position to refer patients, furnish items or services, or generate business were not loaned or guaranteed by the entity or any other investor; and

        8.     The return on investment is directly proportional to the amount of the investment (including the fair market value of any preoperational services rendered), in the entity.

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        We believe that the ownership and operations of our surgery centers and hospitals will not satisfy the Small Entity Investment Safe Harbor because more than 40% of the value of each class of investment interests will be held by investors in a position to make or influence referrals or to generate business for the facilities and more than 40% of the gross revenues of the surgery centers and hospitals will be derived from referrals by investors or services performed by investors.

        Another safe harbor protects the payment of profit distributions to owners of a health care business that provides items or services to a medically underserved (the "Rural Safe Harbor"). The OIG has indicated that it believes the Rural Safe Harbor provides for flexibility to protect those arrangements that otherwise may lack the necessary capital from non-referral source investors. A "medically underserved area" (an "MUA") can be either a rural or urban area that is designated as having a shortage of health care services. Under the Rural Safe Harbor, the return on investment to active or passive investors is not considered illegal remuneration if the joint venture is located in an MUA and meets all the following requirements:

        1.     Interested investors (one who is in a position to make or influence referrals to, furnish items or services to, or otherwise generate business for, the entity) cannot own more than fifty percent of each class of investments in the entity, even when interested investors generate all of the revenues;

        2.     At least seventy-five percent of the dollar volume of the entity's business in the previous twelve-month period or fiscal year must be from residents of an MUA or members of a medically underserved population;

        3.     The terms on which the investment interest is offered to an interested passive investor must be the same terms offered to other passive investors and must not be related to the previous or expected volume of referrals, items or services furnished, or business generated by the investor to the entity;

        4.     A passive investor cannot be required to make or influence referrals to, furnish items or services to, or generate business for the entity as a condition to remaining an investor;

        5.     The entity or any investor cannot market or furnish the entity's items or services to passive investors differently than non-investors;

        6.     The entity or any investor cannot loan funds to, or guarantee a loan for, an interested investor if the investor uses any part of the loan to obtain the investment interest; and

        7.     The return on any investment interest must be directly proportional to the amount of the investor's capital investment, including the fair market value of any pre-operational services rendered.

        8.     The terms on which an investment interest is offered to a passive investor in a position to refer business must be no different than that offered to other passive investors.

        If an entity is developed in an area designated as medically underserved and operates in full compliance with the Rural Safe Harbor, but the MUA designation subsequently changes, the entity will continue to be protected by the Rural Safe Harbor for the lesser of three years or the remaining term of the investment after the area ceases to be an MUA.

        Although some of our ambulatory surgery centers and surgical hospitals are located in an MUA, we do not believe that the ownership of these facilities satisfies the Rural Safe Harbor because interested investors own more than fifty percent of the applicable entity.

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        The OIG published an expanded listing of safe harbors under the Anti-Kickback Statute on November 19, 1999. The expanded safe harbor regulations included a safe harbor designed to protect distributions to physician-investors in ambulatory surgery centers who refer patients directly to the ambulatory surgery center and personally perform the procedures at the center as an extension of their practice (the "ASC Safe Harbor"). The ASC Safe Harbor protects four categories of investors, including facilities owned by (1) general surgeons, (2) single-specialty physicians, (3) multi-specialty physicians and (4) hospital/physician ventures, provided that certain requirements are satisfied. These requirements include the following:

        1.     The ambulatory surgery center must be an ambulatory surgery center certified to participate in the Medicare program, and its operating and recovery room space must be dedicated exclusively to the ambulatory surgery center and not a part of a hospital (although such space may be leased from a hospital if such lease meets the requirements of the safe harbor for space rental).

        2.     Each investor must be either (a) a physician who derived at least one-third of his or her medical practice income for the previous fiscal year or 12-month period from performing procedures on the list of Medicare-covered procedures for ambulatory surgery centers, (b) a hospital, or (c) a person or entity not in a position to make or influence referrals to the center, nor to provide items or services to the ambulatory surgery center, nor employed by the ambulatory surgery center or any investor.

        3.     Unless all physician-investors are members of a single specialty, each physician-investor must perform at least one-third of his or her procedures at the ambulatory surgery center each year. (This requirement is in addition to the requirement that the physician-investor has derived at least one-third of his or her medical practice income for the past year from performing procedures.)

        4.     Physician-investors must have fully informed their referred patients of the physician's investment.

        5.     The terms on which an investment interest is offered to an investor are not related to the previous or expected volume of referrals, services furnished or the amount of business otherwise generated from that investor to the entity.

        6.     Neither the ambulatory surgery center nor any other investor nor any person acting on their behalf may loan funds to or guarantee a loan for an investor if the investor uses any part of such loan to obtain the investment interest.

        7.     The amount of payment to an investor in return for the investment interest is directly proportional to the amount of the capital investment (including the fair market value of any pre-operational services rendered) of that investor.

        8.     All physician-investors, any hospital-investor and the center agree to treat patients receiving benefits or assistance under a federal health care program in a non-discriminatory manner.

        9.     All ancillary services performed at the ambulatory surgery center for beneficiaries of federal health care programs must be directly and integrally related to primary procedures performed at the ambulatory surgery center, and may not be billed separately.

        10.   No hospital-investor may include on its cost report or any claim for payment from a federal health care program any costs associated with the ambulatory surgery center.

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        11.   The ambulatory surgery center may not use equipment owned by or services provided by a hospital-investor unless such equipment is leased in accordance with a lease that complies with the Anti-Kickback statute equipment rental safe harbor and such services are provided in accordance with a contract that complies with the Anti-Kickback Statute personal services and management contracts safe harbor.

        12.   No hospital-investor may be in a position to make or influence referrals directly or indirectly to any other investor or the ambulatory surgery center.

        We believe that the ownership and operations of our surgical facilities will not satisfy this ASC Safe Harbor for investment interests in ambulatory surgery centers because, among other things, we or one of our subsidiaries will generally be an investor in and provide management services to each ambulatory surgery center. We cannot assure you that the OIG would view our activities favorably even though we strive to achieve compliance with the remaining elements of this safe harbor. In addition, although we expect each physician-investor to utilize the ambulatory surgery center as an extension of his or her practice, we cannot assure you that all physician-investors will derive at least one-third of their medical practice income from performing Medicare-covered ambulatory surgery center procedures, perform one-third of their procedures at the ambulatory surgery center or inform their referred patients of their investment interests. Interests in our ambulatory surgery center joint ventures are purchased at fair market value. Investors who purchase at a later time generally pay more for a given percentage interest than founding investors. The result is that while all investors are paid distributions in accordance with their ownership interests, for ambulatory surgery centers where there are later purchases we cannot meet the safe harbor requirement that return on investment is directly proportional to the amount of capital investment. Nonetheless, we believe our fair market value purchase requirements and distribution policies comply with the Anti-Kickback Statute. In Advisory Opinion No 01-21 (November 16, 2001), the OIG approved an arrangement where a hospital made a later fair market value purchase of interests in an ambulatory surgery center where some of the existing physicians had purchased at a later time for a higher per unit investment. In a recent Advisory Opinion, No. 07-05 (June 12, 2007), however, the OIG refused to provide protection to a proposed sale of some of their interests by certain founding physician investors to a would-be hospital investor. The OIG raised three concerns: (1) the hospital was purchasing its interests from physician investors, thus the ambulatory surgery center would not receive an infusion of capital, rather the physicians would realize gain on their investment, (2) the hospital was purchasing from only certain of the investor physicians raising the possibility that the hospital's purchase was to reward or influence the selling physicians' referrals to the surgery center or the hospital, and (3) for each investor return on investment would not be directly proportional to the amount of capital invested. The OIG admitted that none of the factors alone or together necessarily indicates an Anti-Kickback Statute violation. Given the results in Advisory Opinion No. 01-21 and that negative OIG Advisory Opinions are unusual, it appears to us that the OIG's conclusions as stated in Advisory Opinion No. 07-05 may be limited to the facts of the arrangement in the Advisory Opinion request.

        We hold ownership in one ambulatory surgery center in which a physician group that includes primary care physicians who do not use the ambulatory surgery center also holds ownership. In OIG Advisory Opinion No. 03-5 (February 6, 2003), the OIG declined to grant a favorable opinion to a proposed ambulatory surgery center structure that would have been jointly owned by a hospital and a multi-specialty group practice that was composed of a substantial number of primary care physicians who would not personally use the ambulatory surgery center. In the opinion, the OIG stated that because interests in the ambulatory surgery center would be indirectly owned by physicians who would not personally practice at the ambulatory surgery center, the proposed structure could potentially generate prohibited remuneration under the Anti-Kickback Statute and that as a result, the OIG was precluded from determining that the proposed arrangement posed a minimal risk of fraud and abuse. We believe that the ownership of our ambulatory surgery center complies with the Anti-Kickback

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Statute because we understand that the physician group that owns an interest in our ambulatory surgery center is structured to fit within the definition of a unified group practice under the federal law prohibiting physician self-referrals, commonly known as the Stark Law, and the income distributions of the group practice comply with the Stark Law's acceptable methods of income distribution. Although these provisions apply directly only to liability under the Stark Law, we believe that the same principles are relevant to an analysis under the Anti-Kickback Statute. We believe that no physician in the group practice receives an income distribution that is based directly on his or her referrals to the ambulatory surgery center, and we believe that the group's ownership of the ambulatory surgery center is no different than its ownership of other ancillary services common in physician practices. Nevertheless, there can be no assurance that the proposed arrangement will not be determined to be in violation of the law.

        In addition to the physician ownership in our surgical facilities, other financial relationships of ours with potential referral sources could potentially be scrutinized under the Anti-Kickback Statute. We have entered into management agreements to manage many of our surgical facilities, as well as two physician networks. Most of these agreements call for our subsidiary to be paid a percentage-based management fee. Although there is a safe harbor for personal services and management contracts (the "Personal Services and Management Safe Harbor"), the Personal Services and Management Safe Harbor requires, among other things, that the amount of the aggregate compensation paid to the manager over the term of the agreement be set in advance. Because our management fees are generally based on a percentage of revenues, our management agreements do not typically meet this requirement. We do, however, believe that our management arrangements satisfy the other requirements of the Personal Services and Management Safe Harbor for personal services and management contracts. The OIG has taken the position that percentage-based management agreements are not protected by a safe harbor, and consequently, may violate the Anti-Kickback Statute. On April 15, 1998, the OIG issued Advisory Opinion No. 98-4 which reiterates this proposition. The opinion focused on areas the OIG considers to be problematic in a physician practice management context, including financial incentives to increase patient referrals, no safeguards against overutilization and incentives to increase the risk of abusive billing. The opinion also reiterated that proof of intent to violate the Anti-Kickback Statute is the central focus of the OIG. We have implemented formal compliance programs designed to safeguard against overbilling and believe that our management agreements comply with the requirements of the Anti-Kickback Statute. However, we cannot assure you that the OIG would find our compliance programs to be adequate or that our management agreements would be found to comply with the Anti-Kickback Statute.

        We also typically guarantee a surgical facility's third-party debt financing and certain lease obligations as part of our obligations under a management agreement. Physician investors are generally not required to enter into similar guarantees. The OIG might take the position that the failure of the physician investors to enter into similar guarantees represents a special benefit to the physician investors given to induce patient referrals and that such failure constitutes a violation of the Anti-Kickback Statute. We believe that the management fees (and in some cases guarantee fees) are adequate compensation to us for the credit risk associated with the guarantees and that the failure of the physician investors to enter into similar guarantees does not create a material risk of violating the Anti-Kickback Statute. However, the OIG has not issued any guidance in this regard.

        The OIG is authorized to issue advisory opinions regarding the interpretation and applicability of the Anti-Kickback Statute, including whether an activity constitutes grounds for the imposition of civil or criminal sanctions. We have not, however, sought such an opinion regarding any of our arrangements. If it were determined that our activities, or those of our surgical facilities, violate the Anti-Kickback Statute, we, our subsidiaries, our officers, our directors and each surgical facility investor could be subject, individually, to substantial monetary liability, prison sentences and/or exclusion from participation in any health care program funded in whole or in part by the U.S. government, including Medicare, TRICARE or state health care programs.

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Federal Physician Self-Referral Law

        Congress has enacted the Stark Law, a federal physician self-referral law that prohibits certain self-referrals for health care services. As currently enacted, the Stark Law prohibits a practitioner, including a physician, dentist or podiatrist, from referring patients to an entity with which the practitioner or a member of his or her immediate family has a "financial relationship" for the provision of certain "designated health services" that are paid for in whole or in part by Medicare or Medicaid unless an exception applies. The term "financial relationship" is broadly defined and includes most types of ownership and compensation relationships. The Stark Law also prohibits the entity from seeking payment from Medicare or Medicaid for services that are rendered through a prohibited referral. If an entity is paid for services provided through a prohibited referral, it may be required to refund the payments. Violations of the Stark Law may also result in the imposition of damages equal to three times the amount improperly claimed and civil monetary penalties of up to $15,000 per prohibited claim and $100,000 per prohibited circumvention scheme and exclusion from participation in the Medicare and Medicaid programs. For the purposes of the Stark Law, the term "designated health services" is defined to include:

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clinical laboratory services;



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physical therapy services;



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occupational therapy services;



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radiology services, including magnetic resonance imaging, computerized axial tomography scan and ultrasound services;



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radiation therapy services and supplies;



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durable medical equipment and supplies;



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parenteral and enteral nutrients, equipment and supplies;



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prosthetics, orthotics and prosthetic devices and supplies;



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home health services;



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outpatient prescription drugs; and



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inpatient and outpatient hospital services.

        The list of designated health services does not, however, include surgical services that are provided in an ambulatory surgery center. Furthermore, in final Stark Law regulations published by the Department of Health and Human Services on January 4, 2001, the term "designated health services" was specifically defined to not include services that are reimbursed by Medicare as part of a composite rate, such as services that are provided in an ambulatory surgery center. However, if designated health services are provided by an ambulatory surgery center and separately billed, referrals to the ambulatory surgery center by a physician-investor would be prohibited by the Stark Law. Because our facilities that are licensed as ambulatory surgery centers do not have independent laboratories and do not provide designated health services apart from surgical services, we do not believe referrals to these facilities by physician-investors are prohibited. If legislation or regulations are implemented that prohibit physicians from referring patients to surgical facilities in which the physician has a beneficial interest, our business and financial results would be materially adversely affected.

        Three of our facilities are licensed as hospitals. The Stark Law currently includes an exception relating to physician ownership of a hospital, provided that the physician's ownership is in the whole hospital and the physician is authorized to perform services at the hospital (the "whole hospital exception"). Physician investment in our facilities licensed as hospitals meet this requirement. However, the "whole hospital exception" has been the subject of recent regulatory action and legislative debate.

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        In 2003, the MMA amended the Stark Law to provide that the "whole hospital exception" did not apply to specialty hospitals for a period of 18 months beginning on November 18, 2003, and ending on June 8, 2005. For the purposes of the moratorium, "specialty hospitals" were defined in the MMA as hospitals that are primarily or exclusively engaged in the care and treatment of (1) patients with a cardiac condition, (2) patients with an orthopedic condition, (3) patients receiving a surgical procedure or (4) any other specialized category of services that the U.S. Secretary of the Department of Health and Human Services designates as inconsistent with the purpose of the "whole hospital exception". However, the moratorium did not apply to specialty hospitals that were in existence or under development on November 18, 2003, so long as: (a) the total number of physician-investors in the hospital did not increase from the number of physician-investors on November 18, 2003; (b) the hospital did not change the type of specialty services that it provides from the types that it provided on November 18, 2003; and (c) the hospital did not increase its number of beds by more than 50% or five beds, whichever is greater.

        Prior to the moratorium's expiration, legislation was introduced in Congress which would have made the moratorium permanent. The legislation did not pass prior to the expiration of the original Stark Law moratorium. However, on June 9, 2005, CMS announced that it was imposing a six-month moratorium on the Medicare program's enrollment of specialty hospitals. As part of that moratorium, CMS directed its fiscal intermediaries to refuse to process Medicare enrollment applications for specialty hospitals. Even though the MMA never defined exactly what thresholds had to be met for a hospital to be considered to be "primarily or exclusively" engaged in specialty services, CMS determined that those hospital applicants that estimate they will provide at least 45% of their initial year's inpatient services in cardiac, orthopedic or surgical DRG categories should be deemed to be specialty hospitals and, therefore, subject to the enrollment moratorium.

        On February 1, 2006, Congress passed the Deficit Reduction Act of 2005, or DRA. The DRA (1) required the Secretary to develop a strategic plan to address physician-owned specialty hospital issues such as proportionality of investment return, methods for determining bona fide investments, disclosure of investment interests and the provision of Medicaid and charity care by specialty hospitals and (2) prohibited specialty hospitals from enrolling in the Medicare program until the Secretary's plan was completed, which, under the Act, was required to be no later than six months (or eight months if the Secretary applied for an extension) after the date of the enactment of the DRA. The Secretary released his plan on August 8, 2006. In his plan, the Secretary announced that CMS would address the issues surrounding physician-owned specialty hospitals by (1) continuing to reform payment rates for inpatient hospital services through DRG refinements, (2) continuing its efforts to more closely align hospital/physician incentives, (3) clarifying the Emergency Medical Treatment and Active Labor Act and patient care obligations of specialty hospitals, (4) requiring hospitals to disclose their ownership and investment information to CMS and their patients, and (5) increasing enforcement actions against persons and entities that are parties to arrangements involving disproportionate returns and non-bona fide investments. The Secretary also allowed Medicare's specialty hospital enrollment moratorium to expire and did not recommend that the "whole hospital exception" be repealed or amended. The Secretary did not, however, rule out such actions in the future. Because many of the Secretary's recommendations are subject to future rulemaking proceedings, we cannot predict the effect that the recommendations will have on our hospital facilities.

        On March 5, 2008, the U.S. House of Representatives passed the Paul Wellstone Mental Health and Addiction Equity Act of 2007 that included provisions that would significantly amend the Whole Hospital Exception to the Stark Law. The Senate version of the Mental Health and Addiction Equity Act does not contain amendments to the Whole Hospital Exception and has not been passed. However, the Senate passed legislation to amend the Whole Hospital Exception in its version of the Supplemental Appropriations Act, 2008, but this language was dropped from the version that ultimately became law.

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        The provisions passed by the House and Senate in the respective bills relating to the Whole Hospital Exception are substantially similar. Both would impose significant restrictions on physician ownership by: (i) prohibiting a hospital from having any physician ownership unless the hospital already had physician ownership and a Medicare provider agreement in effect on the date the legislation is enacted, (ii) limiting aggregate ownership by physicians to 40% of the total value of investment interests in the hospital (the House bill would also limit individual physician ownership to 2% of the total value of investment interests in the hospital; the Senate bill would allow aggregate ownership by physicians of greater than 40%, to the extent such greater percentage ownership existed on the date of enactment); (iii) requiring the return on investment to be proportionate to the investment by each investor; (iv) placing restrictions on preferential treatment of physician versus non-physician investors; and (v) requiring disclosures to patients of physician ownership interests, along with annual reports to the government detailing such ownership.

        In addition, both bills would put limitations on the expansion of any grandfathered physician-owned hospital. A grandfathered hospital would have to seek approval through a process developed by the Secretary of the Department of Health and Human Services (the "Secretary"), which must include a provision for community input. Expansion would only be permitted at the discretion of the Secretary, and a hospital's lifetime expansion could not exceed a predetermined amount (in the House bill an additional 50% of the number of hospital beds/operating rooms existing on the enactment date, and in the Senate bill an additional 100% of the number of hospital beds/operating rooms existing on the enactment date). Additionally, expansion would only be permitted for those hospitals meeting specified criteria based on Medicaid utilization, average bed occupancy, state bed capacity, and county population growth rates.

        We cannot predict whether the proposed amendments to the Whole Hospital Exception will be included in any future legislation or if Congress will adopt any similar provisions that would prohibit or otherwise restrict physicians from holding ownership interests in hospitals. If legislation were to be enacted by Congress that prohibits physician referrals to hospitals in which the physicians own an interest, or that otherwise limits physician ownership in existing facilities, or restricts the hospital's ability to expand, our financial condition and results of operations could be materially adversely affected.

        Additionally, the physician networks we manage must comply with the "in-office ancillary services exception" of the Stark Law. We believe that these physician networks operate in compliance with the applicable language of statutory exceptions to the Stark Law, including the exceptions for services provided by physicians within a group practice or in-office ancillary services.

        On July 2, 2007, as part of its proposed physician fee schedule for fiscal year 2008, CMS proposed certain amendments to the Stark Law regulations to clarify certain of its provisions that CMS believes may be vulnerable to abuse. The proposed revisions would not affect the Stark Law regarding surgical services performed in ambulatory surgery centers the "Whole Hospital Exception," or the "in-office ancillary services exception" under the Stark Law, which are applicable to the Company's operations. However, CMS sought public comment on whether changes should be made to the "in-office ancillary services exception." In the final 2008 physician fee schedule CMS chose not to include many of the Stark Law revisions. Instead, CMS indicated that because of the significance of the proposals and the volume of comments it would delay finalization of almost all of its proposals. Informally, CMS has indicated that it intends to finalize its proposals in some form in the Summer of 2008.

        Further, also in the November 27, 2007 publication, CMS announced that because it only solicited comments regarding the "in-office ancillary services exception" in the July 2, 2007 notice, rather than making specific proposals, any changes to the "in-office ancillary services exception" would be published first in a proposed rule with provisions for public comment. We cannot provide assurances that CMS may not propose and later adopt changes to the "in-office ancillary services exception" or

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whether if adopted any such changes would not adversely affect the physician practices that we manage, and thus that portion of our business. If future revisions modify the provisions of the Stark Law regulations that are applicable to our business, our revenues and profitability could be materially adversely affected and could require us to modify our relationships with our physician and health care system partners.

        In addition, on September 5, 2007, CMS issued a final rule implementing Phase III of the Stark Law regulations, which were based on regulations published on March 24, 2004 and comments received regarding that publication. Thus, the final rule did not contain any of the Stark Law proposed revisions contained in the July 2, 2007 proposed physician fee schedule. The final rule also did not contain revisions that would affect surgical services performed in ambulatory surgery centers, the "Whole Hospital Exception," or the "in-office ancillary services exception" under the Stark Law, which are applicable to our operations. We cannot provide assurances that the proposed Stark Law revisions contained in the July proposed rule will not be adopted in the future or that CMS will not undertake other rulemaking to address additional revisions to the Stark Law.

        On April 30, 2008, CMS published the Proposed 2009 IPPS Rule, which included some proposals to modify Stark Law regulations. Among these, CMS proposes to scale back its proposal for DHS entity to "stand in the shoes" of another entity that it owns or controls to only instances where the subsidiary is wholly owned by the DHS entity. CMS is soliciting comments regarding whether a DHS entity should stand in the shoes of an entity in which it holds less than a 100% ownership interests and what percentage interest should be the trigger point. CMS is also soliciting comments regarding whether a DHS entity should stand in the shoes of an entity that it controls but does not own. However, we do not know whether the proposed changed to the Stark Law will be finalized or if finalized in what form. Therefore, we cannot provide assurances that the proposed Stark Law revisions contained in the July proposed rule will not be adopted in the future or that the proposed rule will have the impact we are anticipating.

False and Other Improper Claims

        The U.S. government is authorized to impose criminal, civil and administrative penalties on any person or entity that files a false claim for payment from the Medicare or Medicaid programs or other federal and state health care programs. Claims filed with private insurers can also lead to criminal and civil penalties, including, but not limited to, penalties relating to violations of federal mail and wire fraud statutes, as well as penalties under the anti-fraud provisions of HIPAA. While the criminal statutes are generally reserved for instances of fraudulent intent, the U.S. government is applying its criminal, civil and administrative penalty statutes in an ever-expanding range of circumstances. For example, the U.S. government has taken the position that a pattern of claiming reimbursement for unnecessary services violates these statutes if the claimant merely should have known the services were unnecessary, even if the government cannot demonstrate actual knowledge. The U.S. government has also taken the position that claiming payment for low-quality services is a violation of these statutes if the claimant should have known that the care being provided was substandard.

        Over the past several years, the U.S. government has accused an increasing number of health care providers of violating the federal False Claims Act. The False Claims Act prohibits a person from knowingly presenting, or causing to be presented, a false or fraudulent claim to the U.S. government. The statute defines "knowingly" to include not only actual knowledge of a claim's falsity, but also reckless disregard for or intentional ignorance of the truth or falsity of a claim. Because our surgical facilities perform hundreds of similar procedures a year for which they are paid by Medicare, and there is a relatively long statute of limitations, a billing error or cost reporting error could result in significant civil or criminal penalties. In addition, some courts have held that a violation of the Anti-Kickback Statute or the Stark Law can result in liability under the federal False Claims Act.

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        Under the qui tam, or whistleblower, provisions of the False Claims Act, private parties may bring actions on behalf of the U.S. government. These private parties, often referred to as relators, are entitled to share in any amounts recovered by the government through trial or settlement. Both whistleblower lawsuits and direct enforcement activity by the government have increased significantly in recent years and have increased the risk that a health care company, like us, will have to defend a false claims action, pay fines or be excluded from the Medicare and Medicaid programs and other federal and state health care programs as a result of an investigation resulting from a whistleblower case. Although we believe that our operations materially comply with both federal and state laws, they may nevertheless be the subject of a whistleblower lawsuit or may otherwise be challenged or scrutinized by governmental authorities. A determination that we have violated these laws would have a material adverse effect on us.

Health Information Practices

        There are currently numerous laws at the state and federal levels addressing patient privacy concerns and standardization of health care transactions. Federal regulations issued pursuant to HIPAA are intended to encourage electronic commerce in the health care industry and contain, among other measures, provisions that require many organizations, including us, to implement very significant and potentially expensive new computer systems, employee training programs and business procedures.

        On August 17, 2000, the Department of Health and Human Services finalized regulations requiring us to use standard data formats and code sets established by the rule when electronically transmitting information in connection with several transactions, including health claims and equivalent encounter information, health care payment and remittance advice and health claim status. On February 20, 2003, the U.S. Department of Health and Human Services issued final modifications to these regulations. Although compliance with the transaction and code set regulations was required on October 16, 2003, CMS announced on September 23, 2003 that it would implement a contingency plan to accept noncompliant electronic transactions after the October 16, 2003 deadline. On February 27, 2004, CMS announced a modification to its claims payment policies that significantly increased the payment waiting period for electronic claims that are submitted in a non-HIPAA compliant format. Under the policy, beginning July 1, 2004, only claims that are submitted electronically in a HIPAA compliant format are eligible for payment 14 days after the claim is received. All other claims are not eligible for payment until 27 days after the claim is received. We have implemented or upgraded computer systems, as appropriate, at our surgical facilities and corporate headquarters to comply with the new transaction and code set regulations, and all of our surgical facilities are currently submitting their claims in a HIPAA compliant format.

        In addition to the date format and code set standards, HIPAA also requires the Department of Health and Human Services to issue regulations establishing standard unique health identifiers for individuals, health plans and health care providers to be used in connection with standard electronic transactions.

        On January 23, 2004, the Department of Health and Human Services published a final rule that adopted the National Provider Identifier, or NPI, as the standard unique health identifier for health care providers. The NPI is a 10-digit number assigned to eligible health care providers, including our surgical facilities, by the National Provider System, or NPS, an independent government contractor. When the NPI is fully implemented, health care providers, including our surgical facilities, must use only the NPI to identify themselves in connection with electronic transactions. Legacy numbers, such as Medicaid numbers, CHAMPUS numbers and Blue Cross-Blue Shield numbers, will not be permitted. As a result, health care providers will no longer have to keep track of multiple numbers to identify themselves in the standard electronic transactions with one or more health plans. Under the final rule, all health care providers, including our surgical facilities, could begin applying for NPIs on May 23, 2005, and must obtain and start using NPIs in connection with the standard electronic transactions no

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later than May 23, 2007. We believe that our surgical facilities are fully compliant with Department's NPI requirements. Failure to obtain the required NPIs could cause a significant delay in or even the denial of the payment of our surgical facilities' claims and could have a materially adverse effect on our revenues.

        On December 28, 2000, the U.S. Department of Health and Human Services published a final rule establishing standards for the privacy of individually identifiable health information. The final rule establishing the privacy standards became effective on April 14, 2001, with compliance required by April 14, 2003. On August 14, 2002, the Department of Health and Human Services published final revisions to the privacy rule. The final revisions did not alter the compliance date of April 14, 2003 for the majority of the requirements in the privacy regulations. These privacy standards apply to all health plans, all health care clearinghouses and health care providers that transmit health information in an electronic form in connection with the standard transactions. We are a covered entity under the final rule. The privacy standards apply to individually identifiable information held or disclosed by a covered entity in any form, whether communicated electronically, on paper or orally. These standards impose extensive administrative requirements on us. They require our compliance with rules governing the use and disclosure of this health information. They create rights for patients in their health information, such as the right to amend their health information, and they require us to impose these rules, by contract, on any business associate to whom we disclose such information in order to perform functions on our behalf. In addition, our surgical facilities will continue to remain subject to any state laws that are more restrictive than the privacy regulations issued under HIPAA. These state laws vary by state and could impose additional penalties.

        On February 20, 2003, the U.S. Department of Health and Human Services finalized a rule that establishes, in part, standards to protect the confidentiality, availability and integrity of health information by health plans, health care clearinghouses and health care providers that receive, store, maintain or transmit health and related financial information in electronic form, regardless of format. These security standards require us to establish and maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the integrity, confidentiality and the availability of electronic health and related financial information. The security standards were designed to protect electronic information against reasonably anticipated threats or hazards to the security or integrity of the information and to protect the information against unauthorized use or disclosure. Although the security standards do not reference or advocate a specific technology, and covered health care providers, plans and clearinghouses have the flexibility to choose their own technical solutions, the security standards have required us to implement significant new systems, business procedures and training programs. We believe that we are in compliance with these regulations.

        A violation of these privacy regulations could result in civil money penalties of $100 per incident, up to a maximum of $25,000 per person per year per standard. HIPAA also provides for criminal penalties of up to $50,000 and one year in prison for knowingly and improperly obtaining or disclosing protected health information, up to $100,000 and five years in prison for obtaining protected health information under false pretenses, and up to $250,000 and ten years in prison for obtaining or disclosing protected health information with the intent to sell, transfer or use such information for commercial advantage, personal gain or malicious harm.

        Compliance with these standards requires significant commitment and action by us. We have appointed members of our management team to direct our compliance with these standards. We have also appointed a privacy officer, prepared privacy policies, trained our workforce on these policies and entered into business associate agreements with the appropriate vendors. Continued compliance with the HIPAA standards will require us to continue these activities on an ongoing basis and may require us to make additional expenditures in the future.

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State Regulation

        Many of the states in which our surgical facilities operate have adopted statutes and/or regulations that prohibit the payment of kickbacks or any type of remuneration in exchange for patient referrals and that prohibit health care providers from, in certain circumstances, referring a patient to a health care facility in which the provider has an ownership or investment interest. While these statutes generally mirror the federal Anti-Kickback Statute and Stark Law, they vary widely in their scope and application. Some are specifically limited to health care services that are paid for in whole or in part by the Medicaid program, others apply to all health care services regardless of payor, while others apply only to state-defined designated services which may differ from the designated health services under the Stark Law. In addition, many states have adopted statutes that mirror the False Claims Act and that prohibit the filing of a false or fraudulent claim with a state governmental agency. We intend to comply with all applicable state health care laws, rules and regulations. However, these laws, rules and regulations have typically been the subject of limited judicial and regulatory interpretation. As a result, we cannot assure you that our surgical facilities will not be investigated or scrutinized by the governmental authorities empowered to do so or, if challenged, that their activities would be found to be lawful. A determination of non-compliance with the applicable state health care laws, rules, and regulations could subject our surgical facilities to civil and criminal penalties and could have a material adverse effect on our operations.

        Many states in which our surgical facilities are located or may be located in the future, do not permit business corporations to practice medicine, exercise control over or employ physicians, or engage in various business practices, such as fee-splitting with physicians (i.e. the sharing in a percentage of professional fees). The existence, interpretation and enforcement of these laws vary significantly from state to state. A determination of non-compliance with these laws could result in fines and or require us to restructure some of our existing relationships with our physicians. We are also subject to various state insurance statutes and regulations that prohibit us from submitting inaccurate, incorrect or misleading claims. Many state insurance laws and regulations are broadly worded and could be implicated, for example, if our surgical facilities were to waive an out-of-network co-payment or other patient responsibility amounts without fully disclosing the waiver on the claim submitted to the payor. While some of our surgical facilities waive the out-of-network portion of patient co-payment amounts when providing services to patients whose health insurance is covered by a payor with which the surgical facilities are not contracted, our surgical facilities fully disclose waivers in the claims submitted to the payors. We believe that our surgical facilities are in compliance with all applicable state insurance laws and regulations regarding the submission of claims. We cannot assure you, however, that none of our surgical facilities' insurance claims will ever be challenged. If we were found to be in violation of a state's insurance laws or regulations, we could be forced to discontinue the violative practice, which could have an adverse effect on our financial position and results of operations, and we could be subject to fines and criminal penalties.

Health Care Regulations Affecting Our New York Operations

        We own an interest in a limited liability company which provides administrative services to a surgery center located in New York. Laws in the State of New York require that corporations have natural persons as stockholders to be approved by the New York Department of Health as a licensed health care facility. Accordingly, we are not able to own interests in a limited partnership or limited liability company that owns an interest in a health care facility located in New York. Laws in the State of New York also prohibit the delegation of certain management functions by a licensed health care facility, including but not limited to the authority to appoint and discharge senior management, independently control the books and records of the facility, dispose of assets of the facility outside of day-to-day operations and adopt policies affecting the delivery of health care services. The law does permit a licensed facility to lease premises and obtain various services from non-licensed entities.

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However, it is not clear what types of delegation constitute a violation. Although we believe that our operations and relationships in New York are in compliance with these laws, if New York regulatory authorities or a third-party asserts a contrary position, we may be unable to continue or expand our operations in New York.

Properties

        Our corporate headquarters are located in Nashville, Tennessee in approximately 44,000 square feet of leased office space, under a ten-year lease that commenced on November 1, 2002.

        Typically, our surgical facilities are located on real estate leased by the partnership or limited liability company that operates the surgical facility. These leases generally have initial terms of ten years, but range from two to 15 years. Most of the leases contain options to extend the lease period for up to ten additional years. The surgical facilities are generally responsible for property taxes, property and casualty insurance and routine maintenance expenses. Three of our surgical facilities are located on real estate owned by the limited partnership or limited liability company that owns the surgical facility. We generally guarantee the lease obligations of the partnerships and limited liability companies that own our surgical facilities.

        Additional information about our surgical facilities and our other properties can be found under the caption, "Business—Operations."

Legal Proceedings

        We are, from time to time, subject to claims and suits arising in the ordinary course of business, including claims for damages for personal injuries, breach of management contracts and employment related claims. In certain of these actions, plaintiffs request payment for damages, including punitive damages, that may not be covered by insurance.

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MANAGEMENT

        The following list identifies the name, age and position(s) of our executive officers, key employees and directors:

Name	Age	Position
Richard E. Francis, Jr.	54	Chairman of the Board, Chief Executive Officer and Director
Clifford G. Adlerz	54	President, Chief Operating Officer and Director
Teresa F. Sparks	39	Senior Vice President of Finance, Chief Financial Officer
Kenneth C. Mitchell	58	Senior Vice President of Mergers and Acquisitions
R. Dale Kennedy	59	Senior Vice President of Management Services and Secretary
George M. Goodwin	47	Senior Vice President and Chief Development Officer
Thomas S. Murphy, Jr.	48	Director
Robert V. Delaney	51	Director
Quentin Chu	31	Director
Kurt E. Bolin	49	Director

Richard E. Francis, Jr. has served as the Chairman of the Board since May 2002 and as Chief Executive Officer since 1996. Mr. Francis also served as President from 1996 to May 2002. Mr. Francis served from 1992 to 1995 as Senior Vice President, Development of HealthTrust, Inc. From 1990 to 1992, Mr. Francis served as Regional Vice President, Southern Region for HealthTrust, where he oversaw operations of 11 hospitals.

Clifford G. Adlerz has served as President since May 2002 and as Chief Operating Officer since 1996. Mr. Adlerz also served as Secretary from 1996 to May 2002. Mr. Adlerz served as Regional Vice President, Midsouth Region for HealthTrust, Inc. from 1992 until its merger with HCA Inc. in May 1995, at which time he became Division Vice President of HCA and served in that position until September 1995. Mr. Adlerz served as Chief Executive Officer of South Bay Hospital in Sun City, Florida from 1987 to 1992.

Teresa F. Sparks has served as Chief Financial Officer and Senior Vice President of Finance since August 2007. Ms. Sparks served as Corporate Controller of Symbion, Inc. since the Company's inception to August 2007 and was named Vice President in December 2002. Previously, she served as Assistant Controller for HealthWise of America, Inc., a managed care organization. Prior to joining Healthwise of America, Ms. Sparks was a senior healthcare auditor for Deloitte & Touche LLP, Nashville, Tennessee.

Kenneth C. Mitchell has served as Senior Vice President of Mergers and Acquisitions since August 2007. Mr. Mitchell served as Vice President of Finance from 1996 to December 2002 and as Chief Financial Officer from May 2002 to August 2007. Mr. Mitchell served as Chief Financial Officer of American HealthMark, Inc. from 1989 to 1995 and as Vice President—Controller for HCA Management Company Inc. from 1988 to 1989. Prior to that time, Mr. Mitchell served as Assistant Vice President-Development and Regional Controller for HCA Management Company Inc.

R. Dale Kennedy has served as Secretary since May 2002 and Senior Vice President of Management Services since December 2002. Mr. Kennedy served as Vice President of Management Services from 1996 to December 2002. Mr. Kennedy served as Chief Operations Officer for IPN Network, LLC, a company that managed the business office functions of health care entities, from 1991 until 1995. Prior to that time, Mr. Kennedy served in regional financial roles for HealthTrust, Inc. and HCA Inc.

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George M. Goodwin has served as Senior Vice President and Chief Development Officer since September 2007 having previously served as Vice President, Mergers and Acquisitions. Prior to joining us in 1998, Mr. Goodwin served as President and Chief Executive Officer for American Pathology Resources, Inc., a single specialty physician practice management company. Prior to assuming this position, Mr. Goodwin managed the homecare operations for the Tennessee Division of HCA consisting of 22 hospitals in Tennessee and Kentucky.

Thomas S. Murphy, Jr. co-founded Crestview Partners in 2004. He retired from Goldman, Sachs & Co. in 2003 where he was a Partner/Managing Director. Mr. Murphy spent sixteen years in the Investment Banking Division of Goldman, Sachs & Co. While at Goldman, Sachs & Co., Mr. Murphy had extensive experience with acquisitions, divestitures, recapitalizations, initial public offerings, bank and high yield financings and private equity investments. Mr. Murphy received his MBA from Harvard University and his AB from Princeton University. In addition to his charitable activities, Mr. Murphy serves on the Board of Directors of FBR Capital Markets Co. and Key Safety Systems, Inc.

Robert V. Delaney joined Crestview as a partner in 2007. He retired from Goldman, Sachs & Co. in 2003 where he served in a variety of leadership positions including head of the Principal Investment Area in Asia, head of the Principal Investment Area in Japan and head of the Leveraged Finance Group. Mr. Delaney has extensive experience in high yield debt, leveraged loans, restructuring, mergers and acquisitions and principal investing. Mr. Delaney received an MBA from the Harvard Business School and he received a B.A. in Economics from Hamilton College.

Quentin Chu is a Principal at Crestview Partners and has been with the firm since July 2005, after graduating from Harvard Business School. Prior to attending business school, Mr. Chu was an associate at The Carlyle Group, where he evaluated and executed transactions in the health care industry, including pharmaceuticals, medical devices, facility-based providers, managed care and outsourcing. Prior to joining Carlyle, Mr. Chu was an analyst in the health care investment banking team at Goldman, Sachs & Co., where he completed a range of M&A and financing assignments for both early stage and Fortune 500 companies. Mr. Chu received his AB, summa cum laude, from Harvard College with a degree in Classics and was elected to Phi Beta Kappa.

Kurt E. Bolin is a Principal of Stone Point Capital LLC and has been with the firm since 1997. Prior to joining the firm, Mr. Bolin was with GE Capital, Inc., where he held various private equity positions from 1986 to 1997, most recently as Managing Director of the Equity Capital Group. In addition to private equity investing, Mr. Bolin's activities at GE Capital, Inc. included leading the acquisitions of various insurance companies. Mr. Bolin is also a director of Edgewood Partners Insurance Center, GENEX Services, Inc., Mercator Risk Services, Inc. and Wilton Re Holdings Limited. He holds a B.S. from Wake Forest University and an MBA from the Wharton School of the University of Pennsylvania.

Board Structure and Compensation

        Our board is composed of up to 7 members, including one additional person not yet identified. We have not yet determined whether we will pay our directors any fees.

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COMPENSATION DISCUSSION AND ANALYSIS

        Symbion is a wholly-owned subsidiary of Symbion Holdings Corporation. The same individuals serve on both Holding's Board of Directors and our Board of Directors. Senior management is employed by us but has acquired and is eligible to receive equity awards in Holdings.

        The Compensation Committee of our Board of Directors that was in place prior to the consummation of the merger on August 23, 2007 was responsible for developing, implementing and administering our compensation policies prior to the merger. Upon the consummation of the merger, the Board members who served on the Compensation Committee resigned from our Board in connection with the merger. Holdings established a new Compensation Committee in February 2008.

        The Compensation Committee is responsible for establishing and administering executive compensation policies and programs within the framework of the committee's compensation philosophy. Our executive compensation policies are designed to complement and contribute to the achievement of our business objectives. The Compensation Committee's general philosophy is that executive compensation should:

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Link compensation paid to executives to corporate and individual performance;



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Provide incentive opportunities that will motivate executives to achieve our long-term objectives;



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Be competitive within our industry and community and responsive to the needs of our executives;



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Attract, retain, motivate and reward individuals of the highest quality in the industry with the experience, skills and integrity necessary to promote our success; and



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Comply with all applicable laws, and be appropriate in light of reasonable and sensible standards of good corporate governance.

        The elements of our executive compensation program include (i) base salary, (ii) annual cash bonus or non-equity incentive compensation, (iii) equity-based compensation, and (iv) other benefits such as participation in our 401(k) plan and the Supplemental Executive Retirement Plan (the "SERP"). Executive officers also receive benefits that our other employees receive including medical, life and disability insurance.

Compensation Process

        The Compensation Committee approves salaries and other compensation for our executive officers. The Compensation Committee also reviews and approves, in advance, employment and similar arrangements or payments to be made to any executive officer. The Compensation Committee reviews its decisions with the full Board of Directors. For purposes of this discussion, the Named Executive Officers or NEOs are the individuals included in the Summary Compensation Table on page 140 of this prospectus. Salaries and other compensation for all other officers and employees are determined by management in accordance with our compensation policies and plans.

        Prior to the merger, our compensation procedures were similar to those of other similarly situated companies. Our former Compensation Committee retained an independent compensation consultant for advice with respect to specific compensation decisions.

        Our current Compensation Committee generally has continued the levels of compensation that were in place at the time of the merger with adjustments it has deemed appropriate. Our Compensation Committee has not otherwise utilized the services of a consulting firm in connection with compensation decisions it has made after the merger.

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        The Compensation Committee relies on the input of our Chief Executive Officer concerning the performance of our executive officers in making its compensation decisions; however, the Chief Executive Officer is not present during the deliberation and voting by the Compensation Committee on compensation for the Chief Executive Officer. Additionally, the Compensation Committee may delegate to the Chief Executive Officer the authority to make, within the framework of the Compensation Committee's philosophy or objectives that it has adopted from time to time, compensation decisions with respect to our non-executive employees.

Components of Executive Compensation

Base Salaries

        The Compensation Committee reviews the base salaries of our executive officers on an annual basis. Salaries are determined based on a subjective assessment of the nature and responsibilities of the position involved, our performance and the performance of the particular officer, and the officer's experience and tenure with us. As with other elements of compensation, the Compensation Committee compares base salary with base salaries paid to persons with similar positions in similar companies.

        As of February 2007, base salaries for 2007 for our Named Executive Officers were set as follows: $450,000 for Mr. Francis, $325,000 for Mr. Adlerz, $190,000 for Ms. Sparks, $212,697 for Mr. Mitchell, $201,874 for Mr. Kennedy and $188,825 for Mr. Goodwin. In connection with the merger, Crestview negotiated new employment agreements with Messrs. Francis and Adlerz. The employment agreements provided that the base salaries for Messrs. Francis and Adlerz would remain the same during the remainder of 2007, but would be increased to $525,000 for Mr. Francis and $375,000 for Mr. Adlerz effective January 1, 2008. However, effective January 1, 2008, Messrs. Francis and Adlerz elected to retain their 2007 base salaries for 2008. See "Executive Compensation—Potential Payments Upon Termination or Change in Control—Employment Agreements." Ms. Sparks' base salary was increased to $212,697 effective October 1, 2007. Mr. Goodwin's salary was increased to $200,000 effective October 1, 2007. The base salaries for Messrs. Mitchell and Kennedy did not change following the merger.

        In February 2008, the Compensation Committee increased the base salary of the Named Executive Officers by approximately 3% as a cost of living adjustment, effective January 1, 2008. The 3% cost of living adjustment was given to all employees.

Non-Equity Incentive Compensation

        Non-equity incentive compensation is intended to motivate executive officers to achieve pre-determined financial or other goals appropriate to each executive officer's area of responsibility set by the Compensation Committee, consistent with our overall business strategies.

        On February 20, 2007, our former Compensation Committee approved a non-equity incentive bonus plan for executive officers to be effective for the 2007 fiscal year. Pursuant to the plan, Messrs. Francis, Adlerz, Mitchell, Kennedy and Goodwin and Ms. Sparks would be paid a cash bonus upon attainment of our net revenue and earnings targets for 2007. The maximum potential bonus payment ranged from 35% to 100% of base salary. Our current Compensation Committee determined to make no payments of non-equity incentive compensation to the Named Executive Officers for 2007.

        In February 2008, the Compensation Committee established the 2008 Corporate Key Management Incentive Plan for key management employees, including our executive officers. The 2008 plan provides for a cash bonus as a percentage of base salary upon achievement of financial indicators that are selected by our Compensation Committee, including achievement of budgeted EBITDA targets. The amount paid under the plan as a percentage of base salary depends on the level of achievement. For Messrs. Francis and Adlerz, the target bonus is 100% of base salary upon achievement of financial

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indicators. For our other Named Executive Officers, the bonus payment may range from 45% to 50% of base salary for 2008.

Equity-Based Compensation

        Equity-based compensation is intended to align the financial interests of our executive officers interests with those of our stockholders. The Compensation Committee believes that the availability of equity awards gives our executives a stake in our long-term performance and aligns senior management with our achievement of longer-term financial objectives that enhance stockholder value. The Compensation Committee considers the available number of shares, but has no fixed formula for determining the awards to be granted. See "Executive Compensation—Grant of Plan-Based Awards" for information about the grant of options and restricted stock. All outstanding options and shares of restricted stock vested at the time of the merger. The treatment of these awards in the merger is more fully discussed under "—Treatment of Stock, Options and Restricted Stock in the Merger."

        In connection with the merger, Holdings adopted the 2007 Equity Incentive Plan, which permits grants of stock options and other equity-based awards covering 11.25% of the fully diluted equity of Holdings as of the merger. At the time of the merger, the Compensation Committee made an initial award of options to purchase Holdings common stock to our executive officers and certain other employees. The exercise price of the options is equal to the fair market value of Holdings common stock on the date of the grant, which is equivalent to the price per share paid by Crestview in the merger. Vesting of the time vesting portion of the award is accelerated in the event of a change in control. Vesting of performance vesting options is accelerated if certain conditions are satisfied in connection with a liquidity event. See "Executive Compensation—Potential Payments Upon Termination or Change in Control—Other Effects of Termination of Employment or Change in Control."

        An aggregate of 3,227,263 shares of Holdings common stock have been authorized for grant under awards issued through our 2007 Equity Incentive Plan. On August 30, 2007, options covering 2,909,657 shares were granted by the Compensation Committee. This includes the grant of options to purchase 1,902,935 shares to the Named Executive Officers, including 892,497 shares to Mr. Francis, 605,630 shares to Mr. Adlerz and 134,936 shares to each of Messrs. Goodwin, Kennedy and Mitchell and Ms. Sparks.

Other Benefits

        In January 2005, our former Compensation Committee adopted the SERP. The SERP is a nonqualified deferred compensation program for officers and other key employees designated by the Compensation Committee. The SERP is designed and administered in accordance with the requirements of the Internal Revenue Code to defer the taxation on compensation earned by participating employees. Participating employees can elect to defer up to 25% of their base salary and up to 50% of their year-end bonus. For employees who defer at least 2% of their base salary, we will contribute 2% of the employee's base salary to the SERP. The Compensation Committee in its discretion may make additional contributions based on achievement of performance goals or other company objectives. Employee contributions pursuant to the SERP are 100% vested at all times. Company contributions vest one year after contribution, and immediately upon death, disability or change in control of the Company. Participating employees direct the investment of their accounts in mutual funds or other appropriate investment media that we select. Assets invested pursuant to the SERP are designated for paying SERP benefits but are the property of Symbion and are subject to the claims of our creditors.

        The Named Executive Officers are also eligible to participate in our 401(k) plan. The 401(k) plan allows employees to contribute up to the limits imposed by the Internal Revenue Code. Pursuant to the

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401(k) plan, we can make a discretionary matching contribution to the plan on behalf of each employee. Typically, our match of employee contributions has been equal to 25% of the first 6% of an employee's base salary contributed to the plan.

Perquisites

        We provide our executive officers with perquisites that we believe are reasonable, competitive and consistent with our overall executive compensation program and that are generally available to our other employees. These perquisites include medical, life and disability insurance.

Executive Equity Investment

        Pursuant to their employment agreements described below, Mr. Francis invested $4.7 million in Holdings and Mr. Adlerz invested $2.75 million in Holdings. Both Mr. Francis and Mr. Adlerz invested in Holdings through the contribution of both Symbion stock options and shares of Symbion common stock in exchange for Holdings stock options and shares of Holdings stock.

        In addition to the investments of Messrs. Francis and Adlerz, certain other Symbion executives and employees were offered the opportunity to exchange their Symbion stock options and/or shares of Symbion common stock for Holdings stock options and/or Holdings common stock, respectively. In connection with the merger, 22 Symbion executives and employees (including our executive officers) exchanged Symbion stock options for Holdings stock options. The rights in these Holdings stock options are equivalent to the rights in the Symbion stock options that were exchanged at the time of the merger.

Treatment of Stock, Options and Restricted Stock in the Merger

        At the effective time of the merger, each of our equity-based compensation or stock plans terminated and all of our equity compensation awards (including awards held by executive officers and directors, unless otherwise noted below and agreed to by such holder and Holdings) was subject to the following treatment:

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Each share of Symbion common stock (other than treasury shares, shares exchanged for equity in Holdings by rollover investors, shares held by the buying group and dissenting shares) was converted into the right to receive $22.35 in cash, without interest and less any applicable withholding taxes;



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Each outstanding option under our stock option plans (excluding the employee stock purchase plan) became fully vested and exercisable and, subject in each case to the approval of the respective option holder, was cancelled in exchange for the right to receive a cash payment equal to (1) the excess, if any, of $22.35 over the per share exercise price of the option, multiplied by (2) the number of shares of Symbion's common stock subject to the option, without interest and net of any applicable withholding taxes;



•

Each share of restricted stock subject to vesting or other restrictions that was outstanding immediately prior to the effective time of the merger vested and the holder was entitled to receive $22.35 for each share, without interest and less any applicable withholding taxes; and



•

We terminated our employee stock purchase plan as of the effective time of the merger. Each participant was credited with shares of Symbion common stock under the terms of the employee stock purchase plan, which were converted into cash in connection with the merger.

        As described above under "Executive Equity Investment," our executive officers were offered the opportunity to exchange their Symbion stock options and/or shares of Symbion common stock for Holdings stock options and/or shares of Holdings common stock. The table below sets forth for each of

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the Named Executive Officers the payments made and equity rolled over as a result of the merger on August 23, 2007 calculated at $22.35 per share:

•

The number of Symbion stock options tendered in the merger;



•

The cash payment made to the executive officers for Symbion stock options;



•

The number of Symbion stock options that were rolled over in exchange for Holdings stock options and the value of options that were rolled over;



•

The number of shares of restricted stock of Symbion and the payment made for the restricted shares;



•

The number of shares of Symbion stock tendered by such persons and the cash payment made therefor;



•

The number of shares of Symbion stock that were rolled over in exchange for Holdings stock and the value of the stock that was rolled over.

	Options								Restricted Stock				Common Stock
	# of Options Tendered		Consideration Paid(1)		# of Rollover Options		Value of Rollover Options		Shares Tendered		Consideration Paid		Shares Tendered(2)		Consideration Paid		Rollover Shares(2)		Value of Rollover Shares		Total Consideration Paid(2)		Total Rollover Value
Richard E. Francis, Jr.		—	$	11		427,959	$	2,434,417		47,777	$	1,067,816		360,869	$	8,065,422		101,368	$	2,265,575	$	9,133,249	$	4,699,992
Clifford G. Adlerz		—		22		310,315		1,849,328		31,439		702,662		195,478		4,368,933		40,298		900,660	$	5,071,617		2,749,988
Kenneth C. Mitchell		49,656		393,123		70,000		212,483		15,395		344,078		48,158		1,076,331		—		—	$	1,813,532		212,483
R. Dale Kennedy		74,723		356,316		9,084		77,061		11,332		253,270		40,803		911,947		—		—	$	1,521,533		77,061
Teresa F. Sparks		24,408		197,315		25,790		94,112		6,246		139,598		7,505		167,737		—		—	$	504,650		94,112
George M. Goodwin		20,855		148,920		17,763		99,994		2,371		52,992		15,559		347,744		—		—	$	549,656		99,994
Total		169,642	$	1,095,707		860,911	$	4,767,395		114,560	$	2,560,416		668,372	$	14,938,114		141,666	$	3,166,235	$	18,594,237	$	7,933,630

(1)

Includes payments for fractional shares resulting from the rollover of options.

(2)

Includes shares not directly owned but which may be deemed to be beneficially owned by the listed individuals, which means that the listed individuals may not have personally received the full economic benefit of the consideration reflected in this table.

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EXECUTIVE COMPENSATION

Summary Compensation Table

        The following table sets forth certain information concerning compensation paid or accrued for the last two years with respect to our Named Executive Officers—the Chief Executive Officer, the Chief Financial Officer and our three other most highly compensated executive officers:

Name and Principal Position		Year		Salary		Bonus		Stock Awards(1)		Option Awards(1)		All Other Compensation(2)		Total
Richard E. Francis, Jr.			2007	$	450,000		—	$	906,525	$	1,691,893	$	14,131	$	3,062,549
	Chairman of the Board and Chief Executive Officer		2006	$	377,640	$	112,557	$	152,233	$	829,353	$	30,588	$	1,502,371
Clifford G. Adlerz			2007	$	325,000		—	$	595,494	$	1,119,318	$	11,228	$	2,051,040
	President and Chief Operating Officer		2006	$	288,648	$	86,032	$	95,146	$	575,487	$	24,205	$	1,069,518
Teresa F. Sparks(3)			2007	$	195,674		—	$	118,333	$	260,896	$	7,666	$	582,569
	Senior Vice President of Finance and Chief Financial Officer
Kenneth C. Mitchell			2007	$	212,697		—	$	293,755	$	501,856	$	8,326	$	1,016,634
	Senior Vice President of Mergers and Acquisitions and former Chief Financial Officer		2006	$	206,502	$	27,697	$	57,087	$	256,884	$	20,043	$	568,213
R. Dale Kennedy			2007	$	201,874		—	$	215,415	$	366,940	$	8,330	$	792,559
	Senior Vice President of Management Services and Secretary		2006	$	195,994	$	20,446	$	38,058	$	169,156	$	19,486	$	443,140
George M. Goodwin(4)			2007	$	191,627		—	$	43,437	$	173,769	$	7,925	$	416,758
	Senior Vice President and Chief Development Officer

(1)

We account for the cost of stock-based compensation awarded under the Symbion Long Term Incentive Plan and the Holdings 2007 Equity Incentive Plan in accordance with the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004) Share Based Payment ("SFAS 123R"), under which the cost of equity awards to employees is measured by the fair value of the awards on their grant date and is recognized over the vesting periods of the awards, whether or not the awards had any intrinsic value during that period. The Long Term Incentive Plan was cancelled in connection with the merger. Amounts shown in the table above reflect the dollar amount recognized for financial statement reporting purposes for 2006 and 2007 in accordance with SFAS 123R of awards granted under the Long Term Incentive Plan and the 2007 Equity Incentive Plan and thus may include amounts from awards granted in prior years. No forfeitures occurred during 2006 or 2007. The value of all Long Term Incentive Plan awards were based on the closing market price of our common stock on the date of grant. The 2007 Equity Incentive Plan awards were based on the value of $10 per share, the same as the value on the date of the merger, which was determined to be the market value of our common stock based on general valuation principles.

(2)

Represents:

(a)

Company contributions to the Supplemental Executive Retirement Plan for Mr. Francis of $22,658 for 2006 and $9,001 for 2007; Mr. Adlerz of $17,319 for 2006 and $6,500 for 2007; Ms. Sparks of $3,914 for 2007; Mr. Mitchell of $12,390 for 2006 and $4,255 for 2007; Mr. Kennedy of $11,760 for 2006 and $4,038 for 2007; and Mr. Goodwin of $3,832 for 2007;

(b)

Company contributions to the 401(k) plan for Mr. Francis of $3,750 for 2006 and $3,375 for 2007; Mr. Adlerz of $3,750 for 2006 and $3,375 for 2007; Ms. Sparks of $3,034 for 2007; Mr. Mitchell of $3,322 for 2006 and $3,375 for 2007; Mr. Kennedy of $3,611 for 2006 and $3,375 for 2007; and Mr. Goodwin of $3,375 for 2007;

(c)

Premiums we paid for term life insurance on behalf of each Named Executive Officer of $4,180 for 2006 and $1,755 for 2007 for Mr. Francis; $3,136 for 2006 and $1,353 for 2007 for Mr. Adlerz; $718 for 2007 for Ms. Sparks; $4,331 for 2006 and $969 for 2007 for Mr. Mitchell; $4,115 for 2006 and $917 for 2007 for Mr. Kennedy; and $718 for 2007 for Mr. Goodwin.

(3)

Ms. Sparks was appointed Senior Vice President and Chief Financial Officer effective August 23, 2007. She replaced Mr. Mitchell on that date.

(4)

Mr. Goodwin was appointed Senior Vice President and Chief Development Officer effective August 23, 2007.

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Grants of Plan-Based Awards

        The following table provides information regarding equity grants during 2007 to our Named Executive Officers prior to the merger as well as grants under the 2007 Equity Incentive Plan following the merger:

Name	Grant Date		All Other Stock Awards: Number of Shares of Stock or Units			All Other Option Awards: Number of Securities Underlying Options			Exercise or Base Price of Option Awards		Grant Date Fair Value of Stock and Option Awards(1)
Richard E. Francis, Jr.		1/18/07		—			44,500	(2)(3)	$	18.32	$	307,495
		1/18/07		16,777	(2)(4)		—			—	$	307,355
		8/31/07		—			892,497	(5)	$	10.00	$	4,382,160
Clifford G. Adlerz		1/18/07		—			32,000	(2)(3)	$	18.32	$	221,120
		1/18/07		12,064	(2)(4)		—			—	$	221,012
		8/31/07		—			605,630	(5)	$	10.00	$	2,973,643
Teresa F. Sparks		1/18/07		—			6,290	(2)(3)	$	18.32	$	43,464
		1/18/07		2,371	(2)(4)		—			—	$	43,437
		8/31/07		—			134,936	(5)	$	10.00	$	662,536
Kenneth C. Mitchell		1/18/07		—			10,000	(2)(3)	$	18.32	$	69,100
		1/18/07		3,770	(2)(4)		—			—	$	69,066
		8/31/07		—			134,936	(5)	$	10.00	$	662,536
R. Dale Kennedy		1/18/07		—			9,500	(2)(6)	$	18.32	$	65,645
		1/18/07		3,582	(2)(4)		—			—	$	65,622
		8/31/07		—			134,936	(5)	$	10.00	$	662,536
George M. Goodwin		1/18/07		—			6,290	(2)(6)	$	18.32	$	43,464
		1/18/07		2,371	(2)(4)		—			—	$	43,437
		8/31/07		—			134,936	(5)	$	10.00	$	662,536

(1)

Full grant date fair value computed in accordance with SFAS 123R.

(2)

Granted under the Symbion Long Term Incentive Plan.

(3)

These options were rolled over and exchanged for options to purchase Holdings common stock in connection with the merger. Under the exchange, the number of shares of Holdings stock available for purchase under the exchanged options was 21,098 for Mr. Francis, 15,171 for Mr. Adlerz, 2,982 for Ms. Sparks, 4,741 for Mr. Mitchell. The exercise price to purchase Holdings common stock under the exchanged options is $1.50 per share.

(4)

Unvested restricted stock award that was accelerated and converted in the merger into the right to receive $22.35 in cash.

(5)

Represents options to purchase Holdings common stock granted under the 2007 Equity Incentive Plan.

(6)

Option was accelerated and cancelled in connection with the merger in exchange for the right to receive $22.35 in cash, less the exercise price of the option.

Outstanding Equity Awards at Fiscal Year-End

        All equity awards outstanding under our stock plans existing prior to the merger were cancelled upon consummation of the merger and the holders received payment for such awards to the extent that they were not rolled over into options to purchase Holdings common stock. See "Compensation Discussion and Analysis—Executive Equity Investment—Treatment of Stock, Options and Restricted

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Stock" for more information. The following table provides certain information with respect to the Named Executive Officers regarding outstanding equity awards as of December 31, 2007:

	Option Awards
Name	Number of Securities Underlying Unexercised Options (Exercisable)			Number of Securities Underlying Unexercised Options (Unexercisable)			Option Exercise Price		Option Expiration Date
Richard E. Francis, Jr.		135,162	(1)		—		$	1.50		5/16/12
		76,119	(1)		—		$	1.50		12/10/13
		24,941	(1)		—		$	1.50		12/10/14
		29,082	(1)		—		$	1.50		1/05/15
		21,098	(1)		—		$	1.50		1/18/14
		86,060	(2)		806,437	(2)	$	10.00		8/31/17
Clifford G. Adlerz		108,128	(1)		—		$	1.50		5/16/12
		60,505	(1)		—		$	1.50		12/10/13
		15,588	(1)		—		$	1.50		12/10/14
		18,176	(1)		—		$	1.50		1/05/15
		15,171	(1)		—		$	1.50		1/18/14
		57,373	(3)		548,257	(3)	$	10.00		8/31/17
Teresa F. Sparks		1,729	(1)		—		$	1.50		12/10/13
		6,361	(1)		—		$	1.50		1/05/15
		2,982	(1)		—		$	1.50		1/18/14
		10,304	(4)		124,632	(4)	$	10.00		8/31/17
Kenneth C. Mitchell		9,352	(1)		—		$	1.50		12/10/14
		10,905	(1)		—		$	1.50		1/05/15
		4,741	(1)		—		$	1.50		1/18/14
		10,304	(4)		124,632	(4)	$	10.00		8/31/17
R. Dale Kennedy		9,066	(1)		—		$	1.50		5/16/12
		10,304	(4)		124,632	(4)	$	10.00		8/31/17
George M. Goodwin		1,232	(1)		—		$	1.50		5/16/12
		7,806	(1)		—		$	1.50		12/10/13
		2,726	(1)		—		$	1.50		1/05/15
		10,304	(4)		124,632	(4)	$	10.00		8/31/17

(1)

Options to purchase Holdings common stock that were received by the Named Executive Officers in exchange for Symbion options that were rolled over in connection with the merger.

(2)

Effective August 31, 2007, Mr. Francis received a grant of options to purchase 892,497 shares of Holdings common stock, including 430,302 time vesting options and 462,195 performance vesting options. The time vesting options vest 20% per year on December 31 beginning December 31, 2007. Performance vesting options vest upon a liquidity event based on the extent to which an internal rate of return ("IRR") is achieved by Crestview.

(3)

Effective August 31, 2007, Mr. Adlerz received a grant of options to purchase 605,630 shares of Holdings common stock, including 286,868 time vesting options and 318,762 performance vesting options. The time vesting options vest 20% per year on December 31 beginning December 31, 2007. Performance vesting options vest upon a liquidity event based on the extent to which an indicated IRR is achieved by Crestview.

(4)

Effective August 31, 2007, the Named Executive Officer received a grant of options to purchase 134,936 shares of Holdings common stock, including 51,521 time vesting options and 83,415 performance vesting options. The time vesting options vest 20% per year on December 31 beginning December 31, 2007. Performance vesting options vest upon a liquidity event based on the extent to which an indicated IRR is achieved by Crestview.

Option Exercises and Stock Vested

        All equity awards outstanding under our stock plans existing prior to the merger were cancelled upon consummation of the merger and the holders received payment for such awards to the extent that options to purchase Symbion stock were not rolled over into options to purchase Holdings common

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stock. See "Compensation Discussion and Analysis—Executive Equity Investment—Treatment of Stock, Options and Restricted Stock" for more information. The following table provides information regarding the cancellation of outstanding stock options that were not rolled over upon the consummation of the merger and restricted stock that vested prior to or upon the consummation of the merger:

	Option Awards						Stock Awards
Name	Number of Shares Acquired on Exercise			Value Realized on Exercise			Number of Shares Acquired on Vesting			Value Realized on Vesting
Richard E. Francis, Jr.		—			—			9,000	(1)	$	165,590	(2)
		—			—			47,777	(3)	$	1,067,816	(4)
Clifford G. Adlerz		—			—			5,625	(1)	$	103,494	(2)
		—			—			31,439	(3)	$	702,662	(4)
Teresa F. Sparks		24,408	(5)	$	197,303	(6)		1,125	(1)	$	20,699	(2)
		—			—			6,246	(3)	$	139,598	(4)
Kenneth C. Mitchell		49,656	(5)	$	393,107	(6)		3,375	(1)	$	62,096	(2)
		—			—			15,395	(3)	$	344,078	(4)
R. Dale Kennedy		74,723	(5)	$	356,315	(6)		2,250	(1)	$	41,398	(2)
		—			—			11,332	(3)	$	253,270	(4)
George M. Goodwin		20,855	(5)	$	148,920	(6)		—			—
		—			—			2,371	(3)	$	52,992	(4)

(1)

Restricted stock awards that vested prior to the merger in accordance with the terms of the awards.

(2)

Based on the closing market price per share of common stock on each date that a portion of the awards vested.

(3)

Unvested restricted stock awards held by the Named Executive Officer immediately prior to the merger that were accelerated and were converted in the merger into the right to receive $22.35 in cash.

(4)

Based on $22.35 per share, the gross amount payable in connection with the merger for each share of restricted stock.

(5)

Options held by the Named Executive Officer immediately prior to the merger that were cancelled in connection with the merger in exchange for the right to receive $22.35 in cash, less the exercise price of the option.

(6)

Reflects the payments made to the Named Executive Officers with respect to the stock options referred to in Note 5 above upon consummation of the merger. The payments were calculated as (x) the excess of the per share merger consideration ($22.35 per share) over the per share exercise price of each stock option, multiplied by (y) the number of shares of common stock covered by such stock option.

Nonqualified Deferred Compensation

        The following table shows the activity during 2007 and the aggregate balances held by each of the Named Executive Officers at December 31, 2007 under our SERP:

Name	Executive Contributions in Last Fiscal Year		Registrant Contributions in Last Fiscal Year(1)		Aggregate Earnings in Last Fiscal Year		Aggregate Balance at Last Fiscal Year End
Richard E. Francis, Jr.	$	9,000	$	9,001	$	8,062	$	71,133
Clifford G. Adlerz	$	6,500	$	6,500	$	628	$	38,013
Teresa F. Sparks	$	15,654	$	3,914	$	1,573	$	34,348
Kenneth C. Mitchell	$	4,254	$	4,255	$	1,956	$	29,381
R. Dale Kennedy	$	8,075	$	4,038	$	2,345	$	28,043
George M. Goodwin	$	3,832	$	3,832	$	5,578	$	26,506

(1)

Amounts in this column are also reported in the "All Other Compensation" column of the Summary Compensation Table.

        See "Compensation Discussion and Analysis—Components of Executive Compensation—Other Benefits" for additional information about the SERP.

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Potential Payments Upon Termination or Change in Control

         Employment Agreements.    Messrs. Francis and Adlerz entered into new employment agreements with us which became effective on August 23, 2007 upon the consummation of the merger. Under these agreements, Mr. Francis continues to serve as our Chairman and Chief Executive Officer, and Mr. Adlerz continues to serve as our President and Chief Operating Officer. In addition, Messrs. Francis and Adlerz have been elected to the board of directors of Holdings and Symbion, Inc. These employment agreements provide for base salaries for Messrs. Francis and Adlerz for 2008 to increase to $525,000 for Mr. Francis and $375,000 for Mr. Adlerz. However, effective January 1, 2008, Messrs. Francis and Adlerz elected to retain their 2007 base salaries for 2008. The employment agreements also provide for an incentive bonus payment upon achievement of goals set by our Compensation Committee and entitle the executives to participate in certain employee benefit programs and equity incentive plans. In addition, the employment agreements provide for Messrs. Francis's and Adlerz's investment of $4.7 million and $2.75 million, respectively, in Holdings through the purchase of Holdings equity. For further information on management investment in Holdings in connection with the merger, see "Compensation Discussion and Analysis—Executive Equity Investment" above.

        The initial term of each of the employment agreements is three years, which is automatically extended so that the term will be three years until terminated. We are able to terminate each employment agreement for cause, including (but not limited to) the executive's conviction of a felony and gross negligence or internal misconduct in the performance of executive's duties to the extent it causes demonstrable harm to us. In addition, either party is able to terminate the employment agreement at any time by giving prior written notice to the other party. However, we would be obligated to pay the executive a severance benefit if we terminated the executive's employment without cause or if the executive terminated his employment upon the occurrence of certain events specified in the agreement, including (but not limited to) a change in control or our material breach of the agreement which is not cured promptly. The severance benefit is generally equal to three times the executive's highest base salary (per the executive's employment agreement) and the incentive bonus amount that would be paid for the current year as if the incentive bonus performance goals were fully achieved. Upon a termination of employment as a result of the executive's disability, we will pay the executive certain contractual disability benefits. If the executive receives severance payments following a change in control of Symbion (see "Compensation Discussion and Analysis—Executive Equity Investment and Compensation" above) that are subject to tax under Section 4999 of the Internal Revenue Code, we will pay additional amounts to offset the effect of such taxes on the executive. Each of the employment agreements also includes a covenant not to compete in which the executive agrees that, during the term of the employment agreement and for a period of one year thereafter, he will not own or work for any other company that is predominantly engaged in the ownership and management of surgery centers.

         Severance Plan.    We adopted an Executive Change in Control Severance Plan in December 1997, which currently provides for severance benefits for certain senior level employees, including four of the Named Executive Officers, Teresa F. Sparks, Kenneth C. Mitchell, R. Dale Kennedy and George M. Goodwin. Eligible individuals are those identified in the severance plan and whose employment is terminated in connection with a change in the control of the Company, as defined in the severance plan, and who are not offered employment by us or a successor employer that is substantially equivalent to or better than the position held with us immediately prior to the change in control or such position is not maintained for at least 12 months thereafter. The benefits provided to our eligible Named Executive Officers are cash compensation equal to base pay and bonus for 12 months and participation in medical, life, disability and similar benefit plans that are offered to our active employees or those of its successor for a period of 12 months. Cash benefits are paid in a single lump sum within 30 days following termination.

144

         Other Effects of Termination of Employment or Change in Control.    In addition to payments pursuant to the employment agreements or the Executive Change in Control Severance Plan described above, upon a termination of employment or change in control:

         Supplemental Executive Retirement Plan—Under the SERP, deferrals made by an executive officer are fully vested and nonforfeitable at all times. If the executive officer's employment ends due to disability, death, retirement or a change in control, the executive officer's entire account, including earnings, will be fully vested. If the executive officer's employment ends due to some event other than disability, death, retirement or change in control, the executive officer forfeits all Company contributions that were made less than one year prior to the date of termination.

         401(k) Plan—Under our 401(k) plan, contributions made by an executive officer are fully vested and nonforfeitable at all times. Matching contributions that we make for the benefit of an executive officer vest based on the years of service of the executive officer. Each of our current executive officers has been an employee for at least five years and, therefore, all company contributions under our 401(k) plan on behalf of such officers is fully vested and nonforfeitable. There is no provision for additional benefits on a change in control.

         Stock Option Awards—Options may be subject to forfeiture depending on the nature of the terminating event. In no event shall an option be exercisable after the expiration date of the option. Upon a change in control or liquidity event, Named Executive Officers have special exercise and vesting rights.

        Death or Disability.    In the event of death or disability of an executive officer, the executive officer has 12 months to exercise any vested options.

        Termination With Cause.     If an executive officer's employment is terminated with cause, then all options held by such officer shall immediately be forfeited and cancelled without any payment or consideration being payable to such officer.

        Other Termination by the Company or Resignation.    Except in the event of death or disability, an executive officer will have the right to exercise all options for three months following resignation or termination of employment by the Company that is not for cause. The right to exercise is limited to the options that have become vested as of the date of termination.

        Change in Control and Liquidity Events.     As described above under "Compensation Discussion and Analysis—Components of Executive Compensation—Equity-Based Compensation," the Company has awarded stock options to executive officers that become vested over a period of time provided that the executive officer continues to be employed by us and options that become vested upon achievement of performance goals. The effect of a change in control varies for time-vesting options and options that vest upon performance.

        Time Vesting Options.     In the event of a Change in Control (as defined below) that occurs prior to termination of employment, whether or not the vesting requirements set forth in any form of time vesting option agreement have been satisfied, all such time vesting options that are outstanding at the time of the Change in Control shall become fully vested and exercisable immediately prior to the Change in Control event.

        A "Change in Control" is deemed to have occurred (i) in the event that any person, entity or group other than Crestview and its related funds holds (other than pursuant to a registered initial public offering) Holdings stock representing at least 50% of the combined voting power of all outstanding voting equity securities and (ii) in the event of an asset sale by or liquidation or dissolution of Holdings.

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        Performance Options.    Options that vest upon performance become vested only upon a liquidity event that occurs prior to termination of employment. Executive officers have been awarded both "standard" performance vesting options and an additional "alternative" performance vesting options.

        Change in Control or Liquidity Event Rights on Termination of Employment.     Termination of an executive officer's employment by the Company without cause or upon a resignation for Good Reason will result in the right to exercise options as follows: (i) if termination occurs within 12 months following a Change in Control, the executive officer will be able to fully exercise the time-vesting options and, to the extent that the performance conditions are satisfied, performance vesting options for three months following the date of a liquidity event; and (ii) if termination occurs within 12 months prior to the execution of an agreement that results in a liquidity event, the executive officer will be able to exercise the time vesting options to the extent that they were vested as of the termination of employment and, to the extent that the performance conditions are satisfied, performance vesting options for three months following the date of a liquidity event; provided, however, that the number of shares that can be acquired on exercise of the performance vesting option will be reduced by one-half if termination of employment is more than six months prior to execution of such agreement.

        As it relates to Messrs. Francis and Adlerz, a termination of employment by the executive officer for "Good Reason" occurs following (a) any material breach by the Company of any material provision of the employment agreement; (b) a reduction in base salary or target bonus opportunity; (c) a material diminution in title or level of responsibility, or change in office or reporting relationship; (d) a transfer of the executive's primary workplace by more than 35 miles; (e) the failure of the executive to be elected or the executive ceases to be a member of our board or the board of Symbion (except if for cause); or (g) the executive's resignation for any reason within 120 days following a Change in Control.

        For all other Named Executive Officers, "Good Reason" means, during the 12 months following a Change in Control, (a) a reduction in base salary or target bonus opportunity in effect immediately prior to the Change in Control; (b) a material diminution in level of responsibility or, with respect to Ms. Sparks, a material diminution in title in effect immediately prior to the Change in Control; (c) a material reduction in the aggregate value of deferred compensation and health and welfare benefits that were provided immediately prior to the Change in Control; or (d) a transfer of the executive officer's primary workplace by more than 50 miles.

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Potential Payments.    The following table shows the amounts that each Named Executive Officer would have received if the Named Executive Officer's employment had been terminated for the reasons indicated effective December 31, 2007:

Name		Cash Compensation			Accelerated Vesting of Stock Options			Benefits			Total
Richard E. Francis, Jr.
	Termination for cause, voluntary termination or retirement		—			—		$	34,616	(1)	$	34,616
	Death		—			—		$	34,616	(1)	$	34,616
	Disability	$	652,500	(2)		—		$	56,816	(3)	$	709,316
	Termination by the Company without cause or by the NEO for Good Reason	$	2,700,000	(4)		—		$	56,816	(3)	$	2,756,816
	Change in Control	$	3,675,515	(5)		—	(6)	$	56,816	(3)	$	3,732,331
Clifford G. Adlerz
	Termination for cause, voluntary termination or retirement		—			—		$	25,002	(1)	$	25,002
	Death		—			—		$	25,002	(1)	$	25,002
	Disability	$	371,250	(2)		—		$	46,599	(3)	$	417,849
	Termination by the Company without cause or by the NEO for Good Reason	$	1,950,000	(4)		—		$	46,599	(3)	$	1,996,599
	Change in Control	$	2,640,543	(5)		—	(6)	$	46,599	(3)	$	2,687,142
Teresa F. Sparks
	Termination for cause, voluntary termination or retirement		—			—		$	16,362	(1)	$	16,362
	Death		—			—		$	16,362	(1)	$	16,362
	Disability		—	(2)		—		$	16,362	(1)	$	16,362
	Termination by the Company without cause or by the NEO for Good Reason		—			—		$	16,362	(1)	$	16,362
	Change in Control	$	319,046	(7)		—	(6)	$	29,946	(3)	$	348,992
Kenneth C. Mitchell
	Termination for cause, voluntary termination or retirement		—			—		$	16,362	(1)	$	16,362
	Death		—			—		$	16,362	(1)	$	16,362
	Disability		—	(2)		—		$	16,362	(1)	$	16,362
	Termination by the Company without cause or by the NEO for Good Reason		—			—		$	16,362	(1)	$	16,362
	Change in Control	$	308,411	(7)		—	(6)	$	30,376	(3)	$	338,787
R. Dale Kennedy
	Termination for cause, voluntary termination or retirement		—			—		$	15,530	(1)	$	15,530
	Death		—			—		$	15,530	(1)	$	15,530
	Disability		—	(2)		—		$	15,530	(1)	$	15,530
	Termination by the Company without cause or by the NEO for Good Reason		—			—		$	15,530	(1)	$	15,530
	Change in Control	$	301,311	(7)		—	(6)	$	25,799	(3)	$	327,110
George M. Goodwin
	Termination for cause, voluntary termination or retirement		—			—		$	15,386	(1)	$	15,386
	Death		—			—		$	15,386	(1)	$	15,386
	Disability		—	(2)		—		$	15,386	(1)	$	15,386
	Termination by the Company without cause or by the NEO for Good Reason		—			—		$	15,386	(1)	$	15,386
	Change in Control	$	290,000	(7)		—	(6)	$	28,970	(3)	$	318,970

(1)

Represents accrued vacation only.

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(2)

For Messrs. Francis and Adlerz, this represents a disability benefit annual payment equal to 75% of base salary for a maximum period of 36 months, less the amount that is provided under our disability plan that is generally available to all salaried employees. Our other Named Executive Officers are only eligible for disability benefits under our plan that are available to all salaried employees.

(3)

Includes accrued vacation and the premiums for medical, life and disability insurance benefits for a period of one year under the Executive Change in Control Severance Plan for Messrs. Mitchell, Kennedy and Goodwin and Ms. Sparks, and, for Messrs. Francis and Adlerz, for the period of eligibility for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) in accordance with their employment agreements.

(4)

Represents a severance payment equal to (a) three times the Named Executive Officer's base salary plus (b) three times the target cash bonus amount for 2007 in accordance with the Named Executive Officer's employment agreement.

(5)

Includes the amount described in footnote 4 above plus a "gross up" payment of all excise taxes imposed under Section 4999 of the Code and any federal income and excise taxes that are payable as a result of any reimbursements for Section 4999 excise taxes in accordance with the Named Executive Officer's employment agreement. The gross up amount is $975,515 for Mr. Francis and $690,543 for Mr. Adlerz. This calculation assumes termination of employment.

(6)

As discussed above, all unvested time vesting options held by an executive officers vest upon a Change in Control. In addition, if specified internal rates of return are achieved upon a liquidity event, then performance vesting options held by executive officers would vest in connection. The fair market value of Holdings common stock on December 31, 2007, as determined under general valuation principles, was less than the exercise price of the unvested options. Therefore, for purposes of this table, no value would have been realized for accelerated vesting of options upon a Change in Control.

(7)

Represents payment under the Executive Change in Control Severance Plan of one year of annual pay, which includes base pay and targeted bonus of 50% of base pay for Ms. Sparks and Mr. Kennedy, 45% for Messrs. Mitchell and Goodwin.

        The table above does not include information about vesting of Company contributions under our 401(k) plan or SERP. Information about such plans can be found under "Other Effects of Termination of Employment or Change in Control" and "Nonqualified Deferred Compensation."

Director Compensation

        Prior to the consummation of the merger, directors who were not also our employees were entitled to receive the following in 2007: (i) a $20,000 annual retainer, (ii) up to $10,000 per year for attendance (not including by telephone) at regularly scheduled Board meetings ($2,500 for each meeting), (iii) $1,000 per meeting of the Board attended by telephone, (iv) $1,000 per meeting for attendance (in person or by telephone) at Board committee meetings, and (v) a $4,000 per year retainer for the chairperson of each committee of the Board of Directors. In addition, non-employee directors were reimbursed for expenses incurred in attending meetings of the Board of Directors and committees.

        In addition to the cash compensation discussed above, non-employee directors historically were eligible to receive equity awards granted by our former Compensation Committee. We maintained a Non-Employee Directors Stock Option Plan under which options to purchase shares of our common stock were available for issuance to the non-employee members of the Board of Directors. Prior to the merger, each of our non-employee directors received an annual grant of options to purchase a number of shares determined by our former Compensation Committee. In 2007, the Compensation Committee made an award of restricted stock to non-employee directors under the Long Term Incentive Plan in lieu of an option grant under the Non-Employee Directors Stock Option Plan. The restricted stock was awarded to non-employee directors on the date of our annual meeting and was to vest upon

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consummation of the merger. Pursuant to the terms of the merger agreement, each of the directors serving on our Board of Directors prior to the consummation of the merger, other than Messrs. Francis and Adlerz, resigned upon consummation of the merger.

        The following table reflects all compensation paid in 2007 to each of our non-employee directors who served on the board prior to the merger:

Name	Fees Earned or Paid in Cash(1)		Equity Incentive Awards(2)		Total
Frederick L. Bryant	$	67,583	$	40,007	$	107,590
Donald W. Burton	$	20,250	$	40,007	$	60,257
Eve M. Kurtin	$	20,250	$	40,007	$	60,257
Jack Tyrrell	$	70,583	$	40,007	$	110,590
David M. Wilds	$	97,583	$	40,007	$	137,590

(1)

In addition to the $20,250 that each non-employee director received for Board service, the non-employee directors received the following amounts for additional service on Board Committees: Mr. Bryant, $47,333; Mr. Burton, $0; Ms. Kurtin, $0; Mr. Tyrell, $50,333 and Mr. Wilds, $77,333.

(2)

The amounts shown reflect the dollar amount recognized for financial statement reporting purposes in accordance with SFAS 123R and thus includes amounts from awards granted in and prior to 2007. On May 8, 2007, each non-employee director received a grant of 1,831 shares of restricted stock under the Long Term Incentive Plan. Each restricted stock award vested in connection with the merger and the director was paid $22.35 for each share.

        Following the merger, none of our directors have received compensation for service as a member of our (or Holdings) board or board committees. They are reimbursed for any expenses incurred in connection with their service.

Compensation Committee Interlocks and Insider Participation

        Prior to the merger, Frederick L. Bryant and David M. Wilds served on our former Compensation Committee. Following the merger, the Board of Directors of Holdings acted as our Compensation Committee. Beginning in February 2008, the Board of Directors of Holdings appointed Robert V. Delaney and Thomas S. Murphy, Jr., Board representatives of Crestview, as the Compensation Committee. None of the members of the Compensation Committee either before or after the merger have at any time been our officer or employee nor have any of the members had any relationship with us requiring disclosure except for the transactions with Crestview described in "Certain Relationships and Related Party Transactions."

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        All of our capital stock is owned by our parent company, Holdings. The following table presents information with respect to the beneficial ownership of Holdings' common stock as of September 15, 2008 by (a) any person or group who beneficially owns more than five percent of Holdings common stock, (b) each of our directors and Named Executive Officers and (c) all directors and executive officers as a group. The percentage shares outstanding provided in the table are based on 24,816,623 shares of our common stock, par value $0.01 per share, outstanding as of September 15, 2008.

Name of Beneficial Holder	Number of Shares(1)		Percent of Class
Crestview funds(2)		14,500,000		58.4	%
The Northwestern Mutual Life Insurance Company(3)		4,000,000		16.1
Trident IV, L.P.(4)		3,000,000		12.1
Banc of America Capital Investors V, L.P.(5)		2,500,000		10.1
Richard E. Francis, Jr.(6)(7)		599,019		2.4
Clifford G. Adlerz(6)(8)		365,007		1.5
George M. Goodwin(12)		146,700		*
Teresa F. Sparks(6)(9)		21,376		*
Kenneth C. Mitchell(6)(10)		35,302		*
R. Dale Kennedy(6)(11)		19,370		*
Thomas S. Murphy, Jr.(13)		—		*
Robert V. Delaney(13)		—		*
Quentin Chu(13)		—		*
Kurt E. Bolin(4)		—		*
All directors and executive officers as a group (10 persons)		1,040,074		4.2	%

*

Less than one percent.

(1)

Beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to options that are exercisable within 60 days of September 15, 2008. Shares issuable pursuant to options are deemed outstanding in computing the percentage held by the person holding the options but are not deemed outstanding in computing the percentage held by any other person.

(2)

Consists of shares held directly by Crestview Partners, L.P. and certain related investors (the "Crestview Funds"). The investment committee of Crestview Partners GP, L.P., the general partner of each fund, makes investment decisions on behalf of the investment funds and Barry S. Volpert serves as the chairman of the investment committee. Mr. Volpert has the right to designate, in his discretion, additional persons to serve on the investment committee of Crestview Partners GP, L.P. and, therefore, could be deemed to have beneficial ownership of all the shares of common stock held by the Crestview Funds. However, Mr. Volpert disclaims beneficial ownership of all such shares. The composition of the investment committee of Crestview Partners GP, L.P. changes from time to time. See "Certain Relationships and Related Party Transactions—Shareholder Agreement." The address of Crestview Partners GP, L.P. is 667 Madison Avenue, New York, New York 10021.

(3)

Includes shares held directly by The Northwestern Mutual Life Insurance Company and an affiliated fund. The address of The Northwestern Mutual Life Insurance Company is 720 East Wisconsin Avenue, Milwaukee, WI 53202.

(4)

Includes shares held directly by Trident IV, L.P. and an affiliated fund (the "Trident IV Funds"). Mr. Bolin is a principal of Stone Point Capital LLC, which serves as the investment manager of the Trident IV Funds. Mr. Bolin disclaims beneficial ownership of all such shares, except to the

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extent of any pecuniary interest therein. The principal address for the Trident IV Funds is c/o Walkers SPV Limited, at Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands. The principal address for Stone Point Capital LLC is 20 Horseneck Lane, Greenwich, Connecticut 06830.

(5)

The address of Banc of America Capital Investors V, L.P. is 100 North Tyron Street, Charlotte, North Carolina 28255.

(6)

The address of each of Messrs. Francis, Adlerz, Mitchell and Kennedy and Ms. Sparks is 40 Burton Hills Boulevard, Suite 500, Nashville, Tennessee 37215.

(7)

Includes options to purchase 372,462 shares which were exercisable as of September 15, 2008 or become exercisable within 60 days following September 15, 2008.

(8)

Includes options to purchase 274,941 shares which were exercisable as of September 15, 2008 or become exercisable within 60 days following September 15, 2008.

(9)

Includes options to purchase 21,376 shares which were exercisable as of September 15, 2008 or become exercisable within 60 days following September 15, 2008.

(10)

Includes options to purchase 35,302 shares which were exercisable as of September 15, 2008 or become exercisable within 60 days following September 15, 2008.

(11)

Includes options to purchase 19,370 shares which were exercisable as of September 15, 2008 or become exercisable within 60 days following September 15, 2008.

(12)

Includes options to purchase 146,700 shares which were exercisable as of September 15, 2008 or become exercisable within 60 days following September 15, 2008.

(13)

The address of each of Messrs. Murphy, Delaney and Chu is 667 Madison Avenue, New York, New York 10021.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Financial Advisory Fees and Agreements

        Holdings paid all fees and expenses of the Crestview funds in connection with the merger and the related financings. The aggregate amount of all fees payable to the Crestview funds and their affiliates in connection with the merger and the related financings, and this offering, is approximately $6.3 million, plus out-of-pocket expenses. We have also agreed to pay an affiliate of the Crestview funds an annual advisory fee of $1.0 million and will reimburse such affiliate for all related disbursements and out-of-pocket expenses. The agreement also provides that we will pay an affiliate of the Crestview funds a fee in connection with certain subsequent financing, acquisition, disposition and change of control transactions based on a percentage of the gross transaction value of any such transaction. The management agreement includes customary exculpation and indemnification provisions in favor of the Crestview funds and their affiliates.

Shareholders Agreement

        Holdings, the Crestview funds, the other co-investors and each of our management shareholders entered into a shareholders agreement at the closing of the merger.

        The shareholders agreement provides that Messrs. Francis and Adlerz have the right to be appointed as directors of Holdings (with Mr. Francis as chairman) so long as they are employed in their current positions. Stone Point, which is one of the co-investors, is able to appoint one of our directors and the Crestview funds has the right to select all of the remaining members of the board of directors of Holdings. In addition, Holdings is required to obtain the consent of the Crestview funds before taking certain significant actions.

        The shareholders agreement restricts transfers of shares of Holdings common stock by the shareholders party to the agreement, except to permitted transferees and subject to various other exceptions, and also grants certain tag-along, drag-along and pre-emptive rights, as well as rights of first offer upon certain sales, to the shareholders. The agreement also grants Holdings the right to purchase equity from management shareholders upon their departure from the company at the lesser of fair market value and cost, if the shareholder has been terminated for cause, or at fair market value in other cases.

        Finally, the agreement provides customary demand and piggy-back registration rights to the shareholders.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Senior Secured Credit Facility

        The senior secured credit facility has been provided by a syndicate of financial institutions led by affiliates of the initial purchasers. The senior secured credit facility includes (1) a $125.0 million Tranche A Term Loan facility, (2) a $125.0 million Tranche B Term Loan facility and (3) a $100.0 million Revolving Credit facility, which provides for revolving credit loans and swingline loans and under which letters of credit may be issued. The revolving credit facility and the Tranche A Term Loan facility mature six years after the closing of the merger, and the Tranche B Term Loan facility matures seven years after the closing of the merger. The senior secured credit facility is subject to a potential, although uncommitted, increase of up to $50.0 million at our request at any time prior to maturity of the facility, subject to compliance with a leverage ratio. The increase is only available if one or more financial institutions agree to provide it.

        Loans under the senior secured credit facility will bear interest, at our option, at the reserve adjusted LIBOR rate plus 3.25% or at the alternate base rate plus 2.25%, subject, in the case of the revolving facility, to the adjustments described in the following paragraph.

        We are required to pay a commitment fee at a rate equal to 0.50% per annum on the undrawn portion of commitments in respect of the revolver. This fee is payable quarterly in arrears. Beginning when we provide financial statements for a complete fiscal quarter after the closing date of the senior secured credit facility, the applicable interest rate margins for revolving credit loans will be determined based on the ratio of consolidated net debt to consolidated EBITDA of our company and its restricted subsidiaries, as defined in the senior secured credit facility.

        We will pay a letter of credit fee (payable quarterly in arrears) on the outstanding undrawn amounts of letters of credit issued under the senior secured credit facility at a rate per year equal to the then existing applicable LIBOR rate margin for revolving credit loans, which fees shall be shared by all lenders participating in that letter of credit, and an additional fronting fee, payable quarterly in arrears, and other customary and reasonable issuance and administration fees, to the issuer of each letter of credit.

        The Tranche A Term Loan facility is subject to 1% annual amortization during the first two years following the merger, 5% amortization during the third year following the merger, 15% amortization during the fourth year following the merger, 20% amortization during the fifth year following the merger and 58% amortization during the sixth year following the merger, in each case payable quarterly in arrears. The Tranche B Term Loan facility is subject to 1% annual amortization (payable quarterly) with the remainder payable at maturity.

        The senior secured credit facility is subject to mandatory prepayment:

•

with the net cash proceeds of any non-ordinary-course sale or other disposition of any of our property or assets, or receipt of casualty proceeds, that are not reinvested in our business within a certain time period of receipt, subject to specified exceptions;



•

with the net cash proceeds received from Holdings' or our incurrence of debt, subject to specified exceptions; and



•

with 50% of excess cash flow, as defined in the senior secured credit facility, for each fiscal year (beginning with the 2008 fiscal year) with step-downs to 25% when the net leverage ratio is less than or equal to 5.00 to 1.00 and 0% when the net leverage ratio is less than or equal to 4.00 to 1.00.

        All mandatory prepayment amounts will be applied as directed by us.

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        Holdings, and all our direct and indirect wholly-owned domestic subsidiaries are guarantors of the senior secured credit facility. Our obligations under the senior secured credit facility are secured by:

•

a first-priority perfected lien on substantially all existing and after- acquired, real and personal property of Symbion and the subsidiary guarantors, subject to customary permitted liens described in the senior secured credit facility;



•

a first-priority perfected lien on, and pledge of, all of the stock of all our existing and future direct and indirect, domestic subsidiaries and no more than 65% of the voting stock of any foreign subsidiary of our company or one of our domestic subsidiaries and a pledge of all intercompany indebtedness in favor of our company or any domestic subsidiary; and



•

a pledge by Holdings of the capital stock of Symbion, Inc.

        The senior secured credit facility contains customary covenants and restrictions on our ability to engage in specified activities, including, but not limited to:

(1)

limitations on other indebtedness, preferred stock, liens, investments and guarantees,



(2)

restrictions on dividends, redemptions of capital stock and redemptions and prepayments of subordinated debt, and



(3)

restrictions on mergers and acquisitions, sales of assets and sale-leaseback transactions.

        The senior secured credit facility also contains financial covenants requiring us not to exceed a maximum senior secured leverage ratio tested quarterly.

        Borrowings under the senior secured credit facility are subject to significant conditions, including the absence of any material adverse change.

        See "Management's Discussion & Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Long-Term Debt—Senior Secured Credit Facility."

        We made voluntary principal payments of $11.0 million under our senior secured credit facility during the first six months of 2008.

Other Existing Debt

        Symbion and its guarantor subsidiaries are liable to various vendors for several equipment leases. The outstanding balance related to these capital leases at June 30, 2008 was approximately $600,000.

        Certain of our non-guarantor subsidiaries have capital leases and other indebtedness of approximately $24.0 million at June 30, 2008. The leases have interest rates ranging from 3% to 17% per year and mature beginning in 2008 through 2012. The leases contain customary covenants. The other indebtedness includes bank indebtedness which is collateralized by the real estate and equipment owned by the surgical facilities to which loans were made. The various bank indebtedness agreements contain covenants requiring the subsidiaries to maintain certain financial ratios and also restrict encumbrance of assets, creation of indebtedness, investing activities and payment of distributions by that subsidiary.

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DESCRIPTION OF THE EXCHANGE NOTES

        You can find the definitions of certain terms used in this description under the subheading "—Certain Definitions." In this description, (1) the term "Issuer" refers only to Symbion, Inc. and not to any of its subsidiaries, (2) the term "outstanding notes" refers to the $184,635,000 in aggregate principal amount of the Issuer's Senior PIK Toggle Notes due 2015, and (3) the term "exchange notes" refers to the $184,635,000 in aggregate principal amount of the Issuer's Senior PIK Toggle Notes due 2015 being offered for exchange hereby.

        The Issuer issued the outstanding notes, and will issue the exchange notes under an indenture, dated as of June 3, 2008 (the "indenture"), among the Issuer, the Guarantors and U.S. Bank National Association, as trustee. The terms of the notes will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

        The terms of the exchange notes are identical in all material respects to the outstanding notes except that upon completion of the exchange offer, the exchange notes will be registered under the Securities Act and free of any covenants regarding registration rights.

        The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture which is filed as an exhibit to the registration statement to which this prospectus forms a part because the indenture, and not this description, defines your rights as holders of the notes. Certain defined terms used in this description but not defined below under "—Certain Definitions" have the meanings assigned to them in the indenture.

        The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

Brief Description of the Notes and the Subsidiary Guarantees of the Notes

        The outstanding notes are and the exchange notes will be:

•

general senior unsecured obligations of the Issuer;



•

equal in right of payment to all existing and future unsubordinated Indebtedness of the Issuer;



•

effectively junior to all secured Indebtedness of the Issuer to the extent of the value of the assets securing such Indebtedness;



•

senior in right of payment to any future Indebtedness of the Issuer that is expressly subordinated to the outstanding notes and the exchange notes; and



•

unconditionally guaranteed by each of the Guarantors on a senior basis.

The Subsidiary Guarantees of the Outstanding Notes and the Exchange Notes

        The outstanding notes are and the exchange notes will be guaranteed by all of the Issuer's current and future Restricted Subsidiaries other than Non-Guarantor Subsidiaries, as long as they remain Restricted Subsidiaries.

        The guarantee of each Guarantor of the outstanding notes is and the exchange notes will be:

•

a general senior unsecured obligation of that Guarantor;



•

equal in right of payment to all existing and future unsubordinated Indebtedness of that Guarantor;

155

•

effectively junior to all secured Indebtedness of such Guarantor to the extent of the value of the assets securing such Indebtedness; and



•

senior in right of payment to any future Indebtedness of that Guarantor that is expressly subordinated to the guarantee of such Guarantor.

        As of June 30, 2008, the Issuer and the Guarantors had total Indebtedness of $441.7 million, including $237.1 million of secured Indebtedness under the Credit Agreement. In addition, the Issuer was also able to borrow up to an additional $100.0 million of secured Indebtedness under the revolving credit facility under the Credit Agreement.

        All of our Subsidiaries will be "Restricted Subsidiaries," unless designated as Unrestricted Subsidiaries in accordance with the indenture. The Restricted Subsidiaries that guarantee the Credit Agreement guaranteed the outstanding notes and will initially guarantee the exchange notes. Our Non-Guarantor Subsidiaries will not guarantee the notes.

        In addition, as of June 30, 2008, our subsidiaries that will not be guarantors of the notes had approximately $24.0 million of capital leases and other indebtedness, excluding intercompany indebtedness, and $38.3 million of other liabilities outstanding, all of which is structurally senior to our obligations under the notes. Substantially all of our revenues and EBITDA are generated by our non-guarantor subsidiaries.

        Holders of the notes will only be creditors of the Issuer and the Guarantors, and not of our Non-Guarantor Subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of the Non-Guarantor Subsidiaries, the Non-Guarantor Subsidiaries will pay the holders of their debt, including their trade creditors, secured creditors and creditors holding indebtedness or guarantees issued by those subsidiaries, before they will be able to distribute any of their assets to us. As a result, all the existing and future liabilities of our Non-Guarantor Subsidiaries, including any claims of trade creditors, will be effectively senior to the notes.

        Substantially all or our operations are conducted through Non-Guarantor Subsidiaries. Our Non-Guarantor Subsidiaries have other contingent liabilities that may be significant. Although the indenture contains limitations on the amount of additional Indebtedness that we and the Restricted Subsidiaries may incur, the amounts of this Indebtedness could be substantial. In addition, because the indenture will not materially limit our ability to purchase equity interests of other equity investors in our Qualified Restricted Subsidiaries, the holders of those interests may have the ability to obtain a return on their investment senior to the holders of the notes. Our ability to service our debt, including the notes, is dependent upon the earnings of our Non-Guarantor Subsidiaries and their ability to distribute those earnings to us. See "Risk Factors—Risks Related to the Notes."

        Under the circumstances described below under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," we will be permitted to designate certain of our Subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture and will not guarantee the notes.

Principal, Maturity and Interest

        On the Original Issue Date, we issued $179,937,000 in aggregate principal amount of the outstanding notes. We may issue additional notes under the indenture from time to time. Any issuance of additional notes is subject to all of the covenants in the indenture, including the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock." In addition, in connection with the payment of PIK Interest or Partial PIK Interest in respect of the notes, the Issuer is entitled, without the consent of the holders (and without regard to any restrictions or limitations set forth under "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"), to increase the outstanding

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principal amount of the notes or issue additional notes (the "PIK notes") under the indenture on the same terms and conditions as the notes offered hereby (in each case, the "PIK payment"). Except as described under "—Amendment, Supplement and Waiver," the notes offered by the Issuer, the PIK notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to "notes" for all purposes of the indenture and this "Description of the Exchange Notes" include any PIK notes and additional notes that are actually issued, and references to "principal amount" of the notes include any increase in the principal amount of the outstanding notes as a result of a PIK payment. We issued the outstanding notes and will issue the exchange notes in denominations of $1,000 and integral multiples of $1,000. The notes will mature on August 23, 2015.

        Interest on the exchange notes is payable semiannually in arrears on February 23 and August 23, commencing on February 23, 2009. The Issuer will make each interest payment to the holders of record on the immediately preceding February 8 and August 8. Interest on the notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Original Issue Date. Interest on the notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on overdue principal and interest will accrue at the then applicable interest rate on the notes.

        For any interest payment period prior to August 23, 2011, the Issuer may, at its option, elect to pay interest on the notes:

•

entirely in cash ("Cash Interest");



•

entirely by increasing the principal amount of the outstanding notes or by issuing PIK notes ("PIK Interest"); or



•

on 50% of the outstanding principal amount of the notes in cash and on 50% of the principal amount by increasing the principal amount of the outstanding notes or by issuing PIK notes ("Partial PIK Interest").

        The Issuer must elect the form of interest payment with respect to each interest period by delivering a notice to the trustee at least 5 business days prior to the beginning of each interest period. The trustee shall promptly deliver a corresponding notice to the holders. In the absence of such an election for any interest period, interest on the notes shall be payable according to the election for the previous interest period. After August 23, 2011, the Issuer will make all interest payments on the notes entirely in cash. Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption of notes as described under "—Optional Redemption" or "—Repurchase at the Option of Holders" shall be made solely in cash.

        Cash Interest on the notes will accrue at a rate of 11.00% per annum ("Cash Interest Rate") and PIK Interest on the notes will accrue at a rate equal to the sum of the Cash Interest Rate and 75 basis points. So long as the 5 Business Days' notice requirement set forth above is met, the rate shall in each case be effective as of the first interest payment date with respect to such notes after such notice.

        Cash Interest on the notes will be payable in cash. PIK Interest on the notes will be payable (x) with respect to notes represented by one or more global notes registered in the name of, or held by, The Depository Trust Company ("DTC") or its nominee on the relevant record date, by increasing the principal amount of the outstanding global note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest $1,000) and (y) with respect to notes represented by certificated notes, by issuing PIK notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest whole dollar), and the trustee will, at the request of the Issuer, authenticate and deliver such PIK notes in certificated form for original issuance to the holders on the relevant record date, as shown by the

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records of the register of holders. In the event that the Issuer elects to pay Partial PIK Interest for any interest period, each holder will be entitled to receive Cash Interest in respect of 50% of the principal amount of the notes held by such holder on the relevant record date and PIK Interest in respect of 50% of the principal amount of the notes held by such holder on the relevant record date. Following an increase in the principal amount of the outstanding global notes as a result of a PIK payment, the global notes will bear interest on such increased principal amount from and after the date of such PIK payment. Any PIK notes issued in certificated form will be dated as of the applicable interest payment date and will bear interest from and after such date. All notes issued pursuant to a PIK payment will mature on August 23, 2015 and will be governed by, and subject to the terms, provisions and conditions of, the indenture and shall have the same rights and benefits as the notes issued on the Original Issue Date. Any certificated PIK notes will be issued with the description "PIK" on the face of such PIK note.

        If the notes would otherwise constitute "applicable high yield discount obligations" within the meaning of Section 163(i)(1) of the Code, at the end of the first accrual period ending after the fifth anniversary of the Original Issue Date and each accrual period thereafter (each, an "AHYDO Redemption Date"), the Issuer will be required to redeem for cash a portion of each note then outstanding equal to the Mandatory Principal Redemption Amount (such redemption, a "Mandatory Principal Redemption"). The redemption price for the portion of each note redeemed pursuant to a Mandatory Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption. The "Mandatory Principal Redemption Amount" means, the portion of a note determined by the Issuer to be required to be redeemed to prevent such note from being treated as an "applicable high yield discount obligation" within the meaning of Section 163(i)(1) of the Code. No partial redemption or repurchase of the notes prior to each AHYDO Redemption Date pursuant to any other provision of the indenture will alter the Issuer's obligation to make the Mandatory Principal Redemption with respect to any notes that remain outstanding on such AHYDO Redemption Date.

Methods of Receiving Payments on the Notes

        Principal of, premium, if any, and interest on the notes will be payable, and the notes may be exchanged or transferred, at the office or agency of the Issuer in the Borough of Manhattan, The City of New York (which initially will be an office of an affiliate of the trustee in New York, New York); provided, however, payment of interest may, at the option of the Issuer, be made by check mailed to the address of the holders as such address appears in the register of holders, and in addition, if a holder of at least $1.0 million in aggregate principal amount of notes has given wire transfer instructions to us prior to the record date for a payment, the Issuer will make such payment of principal of, premium, if any, and interest on such holder's notes in accordance with those instructions. Payment of principal of, premium, if any, and interest on, notes in global form registered in the name of or held by DTC or any successor depositary or its nominee will be made by wire transfer of immediately available funds to such depositary or its nominee, as the case may be, as the registered holder of such global note.

Paying Agent and Registrar for the Notes

        The trustee will initially act as paying agent and registrar. The Issuer may change the paying agent or registrar without prior notice to the holders of the notes, and the Issuer or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

        A holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. No service charge will be

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made for any registration of transfer or exchange of notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. The Issuer will not be required to transfer or exchange any note selected for redemption. Also, the Issuer will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Subsidiary Guarantees

        The notes will be guaranteed by each of the Issuer's Subsidiaries, other than those that are Non-Guarantor Subsidiaries. Future Restricted Subsidiaries (other than Non-Guarantor Subsidiaries) will also become Guarantors under the indenture governing the notes. The Subsidiary Guarantees will be joint and several irrevocable and unconditional obligations of the Guarantors and not merely sureties. The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks Related to the Notes—Fraudulent transfer statutes may limit your rights as a noteholder." A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuer or another Guarantor, unless:

        either:

        (a)   the Person (if other than the Issuer or a Guarantor) acquiring the property in any such sale or disposition or the Person (if other than the Issuer or a Guarantor) formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture, its Subsidiary Guarantee and the registration rights agreement pursuant to a supplemental indenture satisfactory to the trustee; or

        (b)   such transaction does not violate the "Asset Sale" provisions of the indenture and the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indenture.

        The Subsidiary Guarantee of a Guarantor will be released:

        (1)   in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer (other than a Non-Guarantor Subsidiary), if the sale or other disposition does not violate the "Asset Sale" provisions of the indenture;

        (2)   in connection with any sale or other disposition of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer (other than a Non-Guarantor Subsidiary) after which the Guarantor is no longer a Restricted Subsidiary, if the sale or other disposition does not violate the "Asset Sale" provisions of the indenture;

        (3)   if the Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary or a Non-Guarantor Subsidiary in accordance with the applicable provisions of the indenture;

        (4)   if that Guarantor is released from its guarantee under the Credit Agreement; or

        (5)   upon legal defeasance, covenant defeasance or satisfaction and discharge of the indenture as provided below under the captions "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge."

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        If any Guarantor is released from its Subsidiary Guarantee, any of its Subsidiaries that are Guarantors will be released from their Subsidiary Guarantees, if any.

        See "—Repurchase at the Option of Holders—Asset Sales."

Optional Redemption

        At any time prior to August 23, 2010, the Issuer may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of notes issued under the indenture at a redemption price of 111.00% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Issuer or a contribution to the equity capital of the Issuer (other than Disqualified Stock) from the net proceeds of one or more Equity Offerings by the Issuer, Holdings or any other direct or indirect parent of the Issuer; provided that:

        (1)   at least 65% of the aggregate principal amount of notes originally issued under the indenture (excluding notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

        (2)   the redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution.

        Except pursuant to the preceding paragraph and the second succeeding paragraph, the notes will not be redeemable at the Issuer's option prior to August 23, 2011.

        On or after August 23, 2011, the Issuer may redeem all or a part of the notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 23 of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2011		105.500	%
2012		102.750	%
2013 and thereafter		100.000	%

        Before August 23, 2011, the Issuer may also redeem all or any portion of the notes upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, the date of redemption (a "Make-Whole Redemption Date").

        "Applicable Premium" means, with respect to any note on any Make-Whole Redemption Date, the greater of (i) 1.0% of the principal amount of such note and (ii) the excess of (A) the present value at such Make-Whole Redemption Date of (1) the redemption price of such note at August 23, 2011 (exclusive of accrued interest), plus (2) all scheduled interest payments due on such note from the Make-Whole Redemption Date through August 23, 2011 (calculated assuming all interest payments are paid in cash), computed using a discount rate equal to the Treasury Rate at such Make-Whole Redemption Date, plus 50 basis points over (B) the principal amount of such note.

        "Treasury Rate" means, with respect to any Make-Whole Redemption Date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days prior to such Make-Whole Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Make-Whole Redemption Date to August 23, 2011; provided, however, that if

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the period from such Make-Whole Redemption Date to August 23, 2011 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from such Make-Whole Redemption Date to August 23, 2011 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

        Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

Mandatory Redemption

        Except as set forth in the last paragraph under "—Principal, Maturity and Interest," the Issuer is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, each holder of notes will have the right to require the Issuer to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that holder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, the Issuer will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuer will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.

        On the Change of Control Payment Date, the Issuer will, to the extent lawful:

        (1)   accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

        (2)   deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

        (3)   deliver or cause to be delivered to the trustee the notes properly accepted together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Issuer.

        The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased

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portion of the notes surrendered, if any. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that the Issuer repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

        The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to the indenture as described above under the caption "—Optional Redemption," unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of the Issuer and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Issuer to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Issuer and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

        (1)   the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

        (2)   at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash. For purposes of this paragraph (2), each of the following will be deemed to be cash:

        (a)   Cash Equivalents;

        (b)   any liabilities (as shown on the Issuer's most recent consolidated balance sheet) of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Issuer or such Restricted Subsidiary from further liability;

        (c)   any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 180 days of receipt, to the extent of the cash received in that conversion;

        (d)   (i) any Designated Noncash Consideration received by the Issuer or a Restricted Subsidiary in connection with the sale or contribution of assets by the Issuer or a Restricted

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Subsidiary to a joint venture with a Strategic Investor, provided, however, that (x) any such Designated Noncash Consideration that is converted into Cash Equivalents shall be treated as Net Proceeds in the manner set forth below and (y) in the event such Designated Noncash Consideration is an Investment (other than in the form of Indebtedness), such Designated Noncash Consideration shall be deemed to have been acquired and consequently reduce amounts available under clause (15) or (17) of the definition of "Permitted Investments," as determined by the Issuer and (ii) any Designated Noncash Consideration the Fair Market Value of which, when taken together with all other Designated Noncash Consideration received pursuant to this clause (ii) (and not subsequently converted into Cash Equivalents that are treated as Net Proceeds of an Asset Sale), does not exceed the greater of $15 million and 2.5% of Total Assets at the time of receipt since the Original Issue Date, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value; and

        (e)   any stock or assets of the kind referred to in clause (2) or (4) of the second succeeding paragraph.

        Notwithstanding the foregoing, the 75% requirement referred to in clause (2) above shall not apply to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% requirement.

        Within 450 days after the receipt of any Net Proceeds from an Asset Sale the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option:

        (1)   to repay or prepay (x) any and all obligations under the Credit Agreement or any other senior Indebtedness secured by Liens or Indebtedness of Non-Guarantor Subsidiaries and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto or (y) Obligations under Indebtedness ranking pari passu with the Notes (and to correspondingly reduce commitments with respect thereto) or reduce Obligations under the Notes as provided under "Optional Redemption," through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an Asset Sale Offer (in accordance with the procedures set forth below)); provided that in the case of a reduction of Obligations other than under the Notes under this clause (y) the Issuer shall use commercially reasonable efforts to equally and ratably reduce Obligations under the Notes as provided under "—Optional Redemption," through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid;

        (2)   to (x) acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Issuer or (y) make Investments pursuant to clause (15) or (17) of the definition of "Permitted Investments";

        (3)   to make a capital expenditure with respect to a Permitted Business; or

        (4)   to acquire Additional Assets;

provided that the requirements of clauses (2) through (4) above shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to in any of clauses (2) through (4) above is entered into by the Issuer or its Restricted Subsidiary within 450 days after the receipt of such Net Proceeds with the good

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faith expectation that such Net Proceeds will be applied to satisfy such commitment in accordance with such agreement within 180 days of such commitment and if such Net Proceeds are not so applied within such 180-day period, then such Net Proceeds shall constitute Excess Proceeds (as defined below).

        Pending the final application of any Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

        Any Net Proceeds from Asset Sales that are not applied or invested as provided in the third paragraph of this covenant will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, within ten business days thereof, the Issuer will make an Asset Sale Offer to all holders of notes and if the Issuer elects (or is required by the terms of such other pari passu Indebtedness), all holders of other Indebtedness that is pari passu with the notes. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.

        The Credit Agreement restricts the Issuer from purchasing any notes, and also provides that certain change of control or asset sale events with respect to the Issuer or repurchases of or other prepayments in respect of the notes would constitute a default under the Credit Agreement. Any future credit agreements or other agreements relating to Indebtedness to which the Issuer becomes a party may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when the Issuer is prohibited from purchasing notes, the Issuer could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such a consent or repay such borrowings, the Issuer will remain prohibited from purchasing notes. In such case, the Issuer's failure to purchase tendered notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under the Credit Agreement and other agreements governing the Issuer's Indebtedness.

Selection and Notice

        If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange requirements.

        No notes of $1,000 or less can be redeemed in part except PIK notes in certificated form. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may be conditional.

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        If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest will cease to accrue on notes or portions of notes called for redemption.

Certain Covenants

Restricted Payments

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

        (A)  declare or pay any dividend or make any other payment or distribution on account of the Issuer's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuer); provided that the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of a Restricted Subsidiary of the Issuer shall not constitute a Restricted Payment;

        (B)  purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuer) any Equity Interests of the Issuer, Holdings or any other direct or indirect parent of the Issuer;

        (C)  make any payment on or with respect to, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the notes or to any Subsidiary Guarantee (excluding any intercompany Indebtedness between or among the Issuer and any of its Restricted Subsidiaries), except (i) a payment of interest or principal at the Stated Maturity thereof or (ii) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of any such subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or payment at final maturity, in each case within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition or retirement; or

        (D)  make any Restricted Investment;

(all such payments and other actions set forth in these clauses (A) through (D) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

        (1)   no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

        (2)   the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; and

        (3)   such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries since the Original Issue Date (including Restricted Payments permitted by clauses (1), (10), (11) and (14) of the next succeeding

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paragraph, but excluding all other clauses of next succeeding paragraph), is less than the sum, without duplication, of:

        (a)   50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the beginning of the fiscal quarter commencing after the Original Issue Date to the end of the Issuer's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

        (b)   100% of the aggregate Qualified Proceeds received by the Issuer since the Original Issue Date as a contribution to its equity capital (other than Disqualified Stock) or from the issue or sale of Equity Interests of the Issuer (other than Disqualified Stock, Excluded Contributions, and Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Issuer) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Issuer that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Issuer); plus

        (c)   an amount equal to the net reduction in Investments by the Issuer and its Restricted Subsidiaries resulting from (A) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of any Restricted Investment that was made after the Original Issue Date and (B) repurchases, redemptions and repayments of such Restricted Investments and the receipt of any dividends or distributions from such Restricted Investments (other than, in each case, to the extent such Investment was made by the Issuer or any Restricted Subsidiary of the Issuer pursuant to clause (15) or (19) below and such amounts received have been applied to increase availability under such basket); plus

        (d)   to the extent that any Unrestricted Subsidiary of the Issuer designated as such after the Original Issue Date is redesignated as a Restricted Subsidiary after the Original Issue Date, an amount equal to the lesser of (A) the Fair Market Value of the Issuer's interest in such Subsidiary immediately prior to such redesignation and (B) the aggregate amount of the Issuer's Investments in such Subsidiary that was previously treated as a Restricted Payment (other than, in each case, to the extent such Investment was made by the Issuer or any Restricted Subsidiary of the Issuer pursuant to clause (15) or (19) below and such amounts received have been applied to increase availability under such basket); plus

        (e)   in the event the Issuer and/or any Restricted Subsidiary of the Issuer makes any Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary of the Issuer, an amount equal to the existing Investment of the Issuer and/or any of its Restricted Subsidiaries in such Person that was previously treated as a Restricted Payment (other than to the extent such Investment was made by the Issuer or any Restricted Subsidiary of the Issuer pursuant to clause (15) or (19) below and such amounts received have been applied to increase availability under such basket).

        The preceding provisions will not prohibit:

        (1)   the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;

        (2)   the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of equity capital to the Issuer (other than Disqualified Stock); provided that the

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amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;

        (3)   the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the notes or to any Subsidiary Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness, or from the substantially concurrent sale (other than to a Restricted Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of equity capital to the Issuer (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;

        (4)   the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer which Disqualified Stock was issued after the Original Issue Date in accordance with the provisions of the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

        (5)   the repurchase, redemption or other acquisition or retirement for value of Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer made by exchange for, or out of the proceeds of the substantially concurrent sale of Replacement Preferred Stock that is permitted to be incurred pursuant to the covenant described below under "—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

        (6)   the payment of any dividend (or any similar distribution) by a Restricted Subsidiary of the Issuer to the holders of its Equity Interests on a pro rata basis;

        (7)   the purchase, redemption or other acquisition or retirement for value of shares of Capital Stock of a Qualified Restricted Subsidiary owned by a Strategic Investor if such purchase, redemption or other acquisition or retirement for value is made for consideration not in excess of the Fair Market Value of such Capital Stock;

        (8)   the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer or any Restricted Subsidiary of the Issuer held by any current or former officer, director, employee or consultant (or Affiliates (other than Crestview Partners, L.P. and the Co-Investors) of the foregoing) of the Issuer or any of its Restricted Subsidiaries, and any dividend payment or other distribution by the Issuer or a Restricted Subsidiary to Holdings or any other direct or indirect parent holding company of the Issuer utilized for the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Holdings or such other direct or indirect parent holding company held by any current or former officer, director, employee or consultant of the Issuer or any of its Restricted Subsidiaries or Holdings or such other parent holding company, in each case, pursuant to any equity subscription agreement, stock option agreement, shareholders' agreement or similar agreement or benefit plan or other agreement of any kind; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $3.0 million in any fiscal year (it being understood, however, that unused amounts permitted to be paid pursuant to this proviso are available to be carried over to subsequent fiscal years); provided further that such amount in any fiscal year may be further increased by an amount not to exceed:

        (a)   the net cash proceeds from the sale of Equity Interests of the Issuer and, to the extent contributed to the Issuer as equity capital (other than Disqualified Stock), Equity Interests of Holdings or any other direct or indirect parent company of the Issuer, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries, Holdings or any other direct or indirect parent company of the Issuer that occurs after the

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Original Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3)(b) of the preceding paragraph (and, to the extent utilized pursuant to this clause (8), such amount will be excluded from clause (3)(b) of the preceding paragraph), and excluding Excluded Contributions, plus

        (b)   the cash proceeds of key man life insurance policies received by the Issuer and its Restricted Subsidiaries after the Original Issue Date, less

        (c)   the amount of any Restricted Payments previously made pursuant to clauses (a) and (b) of this clause (8);

and provided, further, that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from members of management of the Issuer, any of the Issuer's direct or indirect parent companies or any of the Issuer's Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the indenture;

        (9)   the repurchase of Equity Interests deemed to occur upon the exercise of options, rights or warrants to the extent such Equity Interests represent a portion of the exercise price of those options, rights or warrants;

        (10) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the notes or to any Subsidiary Guarantee with any Excess Proceeds that remain after consummation of an Asset Sale Offer;

        (11) after the occurrence of a Change of Control and within 60 days after the completion of the offer to repurchase the notes pursuant to the covenant described above under "—Repurchase at the Option of Holders—Change of Control" (including the purchase of the notes tendered), any purchase or redemption of Indebtedness that is contractually subordinated to the notes or to any Subsidiary Guarantee required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed 101% of the outstanding principal amount thereof, plus any accrued and unpaid interest;

        (12) cash payments in lieu of fractional shares issuable as dividends on preferred stock or upon the conversion of any preferred stock or convertible debt securities of the Issuer or any of its Restricted Subsidiaries;

        (13) Permitted Payments to Parent;

        (14) so long as no Default has occurred and is continuing or would be caused thereby, the payment:

        (a)   by the Issuer or any Restricted Subsidiary to Holdings or any other direct or indirect parent of the Issuer, which payment is used by the Person receiving such payment, following the first initial public offering of common Equity Interests by such Person, to pay dividends of up to 6% per annum of the net proceeds received by such Person in such public offering (or any subsequent public offering of common Equity Interests of such Person) that are contributed to the Issuer as equity capital (other than Disqualified Stock), or

        (b)   by the Issuer, following the first initial public offering of common Equity Interests by the Issuer, to pay dividends of up to 6% per annum of the net proceeds received by or contributed to the Issuer in such public offering (or any subsequent public offering of common Equity Interests by the Issuer)

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(excluding, in the case of both clause (a) and clause (b), public offerings of common Equity Interests registered on Form S-8 and any other public sale to the extent the proceeds thereof are Excluded Contributions);

        (15) Investments that are made with Excluded Contributions;

        (16) distributions or payments of Receivables Fees and any other payments in connection with a Qualified Receivables Transaction;

        (17) payment of fees and reimbursement of other expenses to the Permitted Holders in connection with the Transactions as described above under the caption "Certain Relationships and Related Party Transactions" or dividends to any direct or indirect parent of the Issuer to fund such payments;

        (18) all payments made or to be made in connection with the Transactions as set forth in the prospectus including and together with payments to stockholders, and holders of options and warrants for common stock, of the merger consideration (or, in the case of options and warrants, the merger consideration less the exercise price thereof) and all payments made to former stockholders of the Issuer who have validly exercised appraisal rights in connection with the Transactions;

        (19) so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (19) not to exceed the greater of (a) $20.0 million and (b) 3.0% of Total Assets at the time made; and

        (20) the distribution, dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which (i) are cash and/or Cash Equivalents or (ii) were contributed to such Unrestricted Subsidiary in anticipation of such distribution, dividend or other payment, as determined in good faith by the Company).

        The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will, if the Fair Market Value thereof exceeds $20.0 million, be determined by the Board of Directors of the Issuer, whose resolution with respect thereto will be delivered to the trustee.

        For purposes of determining compliance with the provisions set forth above, in the event that a Restricted Payment meets the criteria of more than one of the types of Restricted Payments described in the above clauses, the Issuer, in its sole discretion, may order and classify, and from time to time may reorder and reclassify, such Restricted Payment if it would have been permitted at the time such Restricted Payment was made and at the time of any such reclassification.

Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and the Issuer will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Issuer and its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or preferred stock, if the Fixed Charge Coverage Ratio for the Issuer's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional

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Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period; provided that the maximum amount of Indebtedness that may be incurred by Non-Guarantor Subsidiaries under this first paragraph shall be $12.5 million outstanding at any time.

        The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness or the issuance of any of the following items of Disqualified Stock or preferred stock (collectively, "Permitted Debt"):

        (1)   the incurrence by the Issuer and/or any Restricted Subsidiary of Indebtedness under the Credit Agreement and other Credit Facilities entered into after the date of the Credit Agreement in an aggregate principal amount at any one time outstanding under this clause (1) not to exceed $400.0 million;

        (2)   the incurrence by the Issuer and its Restricted Subsidiaries of the Existing Indebtedness outstanding on the Original Issue Date;

        (3)   the incurrence by the Issuer and the Guarantors of Indebtedness represented by the notes to be issued on the Original Issue Date, replacement notes in respect thereof, if any, and the related Subsidiary Guarantees and the Exchange Notes and related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement (and in each case including PIK notes in respect thereof any related Subsidiary Guarantee);

        (4)   the incurrence or issuance by the Issuer or any of its Restricted Subsidiaries of (A) Indebtedness, Disqualified Stock or preferred stock of Persons that are acquired by the Issuer, a Guarantor or any Qualified Restricted Subsidiary (including by way of merger or consolidation) in accordance with the terms of the indenture or incurred by the Issuer or any Restricted Subsidiary to finance such acquisition or merger or (B) Acquired Debt or Indebtedness (including Capital Lease Obligations), Disqualified Stock or preferred stock, in each case, incurred or issued for the purpose of financing all or any part of the purchase price or cost of design, construction, lease installation or improvement of property (real or personal), plant or equipment used or useful in a Permitted Business (whether through their direct purchase or purchase of Capital Stock of a Person owning such property); provided that the aggregate principal amount under this clause (4), including all Permitted Refinancing Indebtedness and Replacement Preferred Stock incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), shall not exceed $57.5 million at any time outstanding;

        (5)   the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness or Replacement Preferred Stock in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) or any Disqualified Stock or preferred stock that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (5), (15), (18) or (19) of this paragraph;

        (6)   the incurrence by the Issuer, any Guarantors or any Restricted Subsidiaries of intercompany Indebtedness between or among the Issuer, Guarantors and any Restricted Subsidiaries; provided, however, that:

        (a)   if the Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not the Issuer or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, in the case of the Issuer or the Subsidiary Guarantee, in the case of a Guarantor, except to the extent such subordination would violate any applicable law, rule or regulation; and

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        (b)   (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Qualified Restricted Subsidiary of the Issuer and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Qualified Restricted Subsidiary of the Issuer, will be deemed, in each case, to constitute a new incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, which new incurrence is not permitted by this clause (6);

        (7)   the issuance by any Restricted Subsidiaries to the Issuer, any Guarantors or to any of their Restricted Subsidiaries of shares of preferred stock; provided, however, that:

        (a)   any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Issuer, or Guarantor or a Restricted Subsidiary of the Issuer, and

        (b)   any sale or other transfer of any such preferred stock to a Person that is not either the Issuer, a Guarantor or a Restricted Subsidiary of the Issuer,

will be deemed, in each case, to constitute a new issuance of such preferred stock by such Restricted Subsidiary which new issuance is not permitted by this clause (7);

        (8)   the incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations for the purpose of limiting interest rate, currency or commodity risk;

        (9)   the guarantee:

        (a)   by the Issuer or any of the Guarantors of Indebtedness of the Issuer or a Restricted Subsidiary of the Issuer that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to the notes, then the guarantee shall be subordinated to the same extent as the Indebtedness guaranteed; and

        (b)   by any Non-Guarantor Subsidiary of Indebtedness of a Non-Guarantor Subsidiary;

        (10) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of workers' compensation claims, self-insurance obligations, bankers' acceptances, letters of credit, performance bonds, surety bonds, appeal bonds or other similar bonds in the ordinary course of business;

        (11) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within five business days;

        (12) the incurrence of Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, holdback, contingency payment obligations or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or Capital Stock of the Issuer or any Restricted Subsidiary;

        (13) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to any Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

        (14) the incurrence of Indebtedness resulting from endorsements of negotiable instruments for collection in the ordinary course of business;

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        (15) Indebtedness that is contractually subordinated to the notes in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred pursuant to this clause (15), not to exceed $115.0 million;

        (16) Indebtedness of the Issuer or a Restricted Subsidiary in respect of netting services, overdraft protection and otherwise in connection with deposit accounts; provided that such Indebtedness remains outstanding for ten business days or less;

        (17) the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction;

        (18) the incurrence or issuance by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness, Disqualified Stock or preferred stock in an aggregate principal amount (or accreted value or liquidation preference, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness and all Replacement Preferred Stock incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness, Disqualified Stock and preferred stock incurred or issued pursuant to this clause (18), not to exceed $23.0 million;

        (19) Indebtedness in respect of promissory notes issued to physicians, consultants, employees or directors or former employees, consultants or directors in connection with repurchases of Equity Interests permitted by clause (8) under the under the caption "—Restricted Payments";

        (20) Guarantees by the Issuer or any Guarantor of Indebtedness of a Person permitted by clause (15)(A) of the definition of "Permitted Investments"; and

        (21) Indebtedness representing deferred compensation to employees of the Issuer and the Restricted Subsidiaries incurred in the ordinary course of business.

        For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (21) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuer will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant except that Indebtedness under the Credit Agreement outstanding on the Original Issue Date will be deemed to have been incurred in reliance on the exception provided by clause (1) of the definition of Permitted Debt above. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock or preferred stock in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of the Issuer as accrued (other than the reclassification of preferred stock as Indebtedness due to a change in accounting principles).

        The amount of any Indebtedness outstanding as of any date will be:

        (1)   the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

        (2)   the principal amount of the Indebtedness, in the case of any other Indebtedness; and

        (3)   in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

        (a)   the Fair Market Value of such assets at the date of determination; and

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        (b)   the amount of the Indebtedness of the other Person.

No Layering of Debt

        The Issuer will not, and will not permit any Guarantors to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Issuer or of such Guarantors, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the notes or the Subsidiary Guarantee of such Guarantors, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Issuer or such Guarantors, as the case may be.

        For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantors solely by virtue of being unsecured or secured by a junior priority Lien or by virtue of the fact that the holders of such Indebtedness have entered into intercreditor agreements or other arrangements giving one or more of such holders priority over the other holders in the collateral held by them.

Liens

        The Issuer will not, and will not permit any of the Guarantors to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the indenture and the notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

        (1)   pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

        (2)   make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

        (3)   sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

        (1)   agreements governing Existing Indebtedness and the Credit Agreement as in effect on the Original Issue Date;

        (2)   the indenture, the notes and the Subsidiary Guarantees;

        (3)   applicable law, rule, regulation or order, including any requirement of any governmental healthcare programs;

        (4)   any instrument or agreement governing Indebtedness or Capital Stock of a Restricted Subsidiary acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or any of

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its Subsidiaries, or the property or assets of the Person or any of its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

        (5)   customary non-assignment provisions in contracts, leases, subleases, licenses and sublicenses entered into in the ordinary course of business;

        (6)   customary restrictions in leases (including capital leases), security agreements or mortgages or other purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;

        (7)   any agreement for the sale or other disposition of all or substantially all the Capital Stock or the assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

        (8)   any instrument or agreement governing Permitted Refinancing Indebtedness; provided that the restrictions contained therein are not materially more restrictive (as determined in good faith by the Issuer), taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

        (9)   Liens permitted to be incurred under the provisions of the covenant described above under the caption "—Liens" that limit the right of the debtor to dispose of the assets subject to such Liens;

        (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;

        (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

        (12) customary provisions imposed on the transfer of copyrighted or patented materials;

        (13) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary;

        (14) customary provisions in connection with a Qualified Receivables Transaction;

        (15) contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary of the Issuer in any manner material to the Issuer or any Restricted Subsidiary of the Issuer;

        (16) restrictions on the transfer of property or assets required by any regulatory authority having jurisdiction over the Issuer or any Restricted Subsidiary of the Issuer or any of their businesses;

        (17) any instrument or agreement governing Indebtedness or preferred stock of any Restricted Subsidiary that is incurred or issued subsequent to the Original Issue Date and not in violation of the covenant described under "—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; provided that the Issuer's Board of Directors determines in good faith that restrictions are not reasonably likely to have a materially adverse effect on the Issuer's and/or Guarantors' ability to make principal and interest payments on the Notes;

        (18) restrictions in Management Agreements that require the payment of management fees to the Issuer or one of its Restricted Subsidiaries prior to payment of dividends or distributions;

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        (19) customary provisions in joint venture and other similar agreements, including agreements related to the ownership and operation of surgical facilities, relating solely to such joint venture or facilities or the Persons who own Equity Interests therein; and

        (20) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred to in clauses (1), (2), (4) through (15) and (17) above; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, (as determined by the Issuer in good faith) than those restrictions contained in the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred to in clauses (1), (2), (4) through (15) and (17) above, as applicable prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

        For purposes of determining compliance with this covenant, (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Distributions by Qualified Restricted Subsidiaries

        Except to the extent restricted pursuant to any Permitted Payment Restrictions, the Issuer shall, and shall cause each Restricted Subsidiary to, cause each Qualified Restricted Subsidiary to declare and pay regular monthly, quarterly, semiannual or annual dividends or distributions to the holders of its Capital Stock in an amount equal to substantially all of the available cash flow of such Restricted Subsidiary for such period as determined in good faith by the board of directors, board of governors or such other individuals performing similar functions, subject to fiduciary duties applicable to such board or individual and such ordinary and customary reserves and other amounts as, in the good faith judgment of such individuals, may be necessary so that the business of such Restricted Subsidiary may be properly and advantageously conducted at all times, including amounts necessary for operations, capital expenditures, debt service and other needs.

        If, at any time, any Restricted Subsidiary would fail to meet the requirements set forth in the definition of "Qualified Restricted Subsidiary," it will thereafter cease to be a Qualified Restricted Subsidiary for purposes of the indenture governing the notes and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary that is not a Qualified Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock," the Issuer will be in default of such covenant. The Board of Directors of the Issuer may at any time designate any Restricted Subsidiary not to be a Qualified Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by such Restricted Subsidiary of any outstanding Indebtedness of such Restricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock," and (2) no Default or Event of Default would be in existence following such designation. In the event (x) a Restricted Subsidiary fails to meet the requirements to be a Qualified Restricted Subsidiary or (y) the Board of Directors designates a Qualified Restricted Subsidiary not to be a Qualified Restricted Subsidiary, then all Investments in such Subsidiary since the Original Issue Date shall be deemed to have been acquired and consequently reduce the amount available for Restricted Payments under the covenant described above under the caption "—Restricted Payments" or the amount

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available for Restricted Investments under clause (15) or (17) of the definition of "Permitted Investments," as determined by the Issuer. As of the Original Issue Date, all of the Issuer's Restricted Subsidiaries are Qualified Restricted Subsidiaries.

Merger, Consolidation or Sale of Assets

        The Issuer will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

        (1)   either: (a) the Issuer is the surviving entity; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

        (2)   the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Issuer under the notes, the indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the trustee; provided, however, that at all times, a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia must be a co-issuer or the issuer of the notes if such surviving Person is not a corporation;

        (3)   immediately after such transaction, no Default or Event of Default exists; and

        (4)   the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period:

        (a)   be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"; or

        (b)   have a Fixed Charge Coverage Ratio that is equal to or greater than the actual Fixed Charge Coverage Ratio of the Issuer immediately prior to such transaction.

        In addition, the Issuer will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

        Clauses (3) and (4) above will not apply to:

        (1)   a merger of the Issuer with an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction;

        (2)   any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and its Guarantors

        (3)   the consolidation or merger, or sale, assignment, transfer, conveyance, lease or other disposition of all or part of its assets, by any Restricted Subsidiary to the Issuer or a Guarantor; and

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        (4)   transfers of accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction.

Transactions with Affiliates

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer involving aggregate consideration in excess of $2.5 million (each, an "Affiliate Transaction"), unless:

        (1)   the Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

        (2)   the Issuer delivers to the trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an officers' certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the members of the Board of Directors of the Issuer, together with a certified copy of the resolutions of the Board of Directors of the Issuer approving such Affiliate Transaction or Affiliate Transactions.

        The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

        (1)   any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

        (2)   transactions between or among the Issuer and/or its Restricted Subsidiaries;

        (3)   transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because the Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

        (4)   payment of reasonable directors' fees;

        (5)   any issuance of Equity Interests (other than Disqualified Stock) of the Issuer to Affiliates of the Issuer;

        (6)   Permitted Investments or Restricted Payments that do not violate the provisions of the indenture described above under the caption "—Restricted Payments";

        (7)   payment of fees and the reimbursement of other expenses to the Permitted Holders in connection with the Transactions and as described above under the caption "Certain Relationships and Related Party Transactions";

        (8)   payments by the Issuer or any of its Restricted Subsidiaries to Crestview Partners GP, L.P. and/or any of its Affiliates for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by the majority of the disinterested members of the Board of Directors of the Issuer in good faith;

        (9)   loans (or cancellation of loans) or advances to employees in the ordinary course of business;

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        (10) transactions with joint ventures, Unrestricted Subsidiaries, customers, suppliers, contractors, joint venture partners (including, without limitation, physicians) or purchasers or sellers of goods or services, in each case which are in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of the indenture;

        (11) the existence of, or the performance by the Issuer or any Restricted Subsidiary of their obligations, if any, or obligations of Holdings under the terms of, any subscription, registration rights or stockholders agreement, partnership agreement (5) limited liability company agreement or similar agreement to which Holdings, the Issuer or any Restricted Subsidiary is a party as of the Original Issue Date and any similar agreements which the Issuer, any Restricted Subsidiary, Holdings or any other direct or indirect parent company of the Issuer may enter into thereafter; provided, however, that the entering into by the Issuer or any Restricted Subsidiary or the performance by the Issuer or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Original Issue Date will only be permitted by this clause to the extent that the terms of any such amendment or new agreement, taken as a whole, are not materially disadvantageous to the holders of the notes, as determined in good faith by the Board of Directors, chief executive officer or chief financial officer of the Issuer;

        (12) the Transactions, including all payments made or to be made in connection with the Transactions as described in this prospectus;

        (13) any transaction relating to a Qualified Receivables Transaction;

        (14) the entering into of any tax sharing agreement or arrangement and any Permitted Payments to Parent;

        (15) any management, consulting, monitoring, financial advisory, financing, underwriting or placement services or any other investment banking, banking or similar services involving the Issuer and any of its Restricted Subsidiaries (including without limitation any payments in cash, Equity Interests or other consideration made by the Issuer or any of its Restricted Subsidiaries in connection therewith) on the one hand and the Permitted Holders on the other hand (including the Sponsor Management Agreement as in effect on the Original Issue Date and termination payments in respect thereof), which services (and payments and other transactions in connection therewith) are approved as fair to the Issuer or such Restricted Subsidiary by a majority of the members of the Board of Directors of the Issuer in good faith;

        (16) the issuance of Equity Interests (other than Disqualified Stock) in the Issuer or any Restricted Subsidiary for compensation purposes;

        (17) any lease or sublease entered into between the Issuer or any Restricted Subsidiary, as lessee, and any Affiliate of the Issuer, as lessor or sublessor, which is approved by a majority of the disinterested members of the Board of Directors of the Issuer in good faith;

        (18) intellectual property licenses in the ordinary course of business;

        (19) Existing Indebtedness and any other obligations pursuant to an agreement existing on the Original Issue Date as described in the prospectus, including any amendment thereto (so long as such amendment is not disadvantageous to the holders of the notes in any material respect); and

        (20) transactions in which the Issuer or any Restricted Subsidiary delivers to the trustee a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view and which are approved by a majority of the disinterested members of the Board of Directors of the Issuer in good faith.

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Additional Subsidiary Guarantees

        If the Issuer or any of its Restricted Subsidiaries, acquires or creates another Subsidiary, other than a Non-Guarantor Subsidiary, after the Original Issue Date that guarantees Indebtedness under the Credit Agreement, then that newly acquired or created Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel to the trustee within 30 business days of the date on which it was acquired or created.

Designation of Restricted and Unrestricted Subsidiaries

        The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption "—Restricted Payments" or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

        Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an officers' certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption "—Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock," the Issuer will be in default of such covenant. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock," and (2) such designation would not cause a Default or Event of Default.

Payments for Consent

        The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

        Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, the Issuer will furnish to the trustee and to Cede & Co., the nominee of DTC, and the holders of notes, within the time periods that are applicable to the Issuer (or, if not applicable, would

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be if the Issuer were required to file such reports under Section 13(a) or 15(d) of the Exchange Act as a non-accelerated filer):

        (1)   all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, if the Issuer were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the Issuer's consolidated financial condition and results of operation and, with respect to the annual information only, a report thereon by the Issuer's independent registered public accountants but not any assessment, attestation or audit of internal controls pursuant to Section 404 of the Sarbanes-Oxley Act or rules and regulations promulgated thereunder; and

        (2)   all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports.

        The Issuer may satisfy its obligation to furnish such information to the trustee and Cede & Co. at any time by filing such information with the SEC. In addition, the Issuer will agree that, for so long as any notes remain outstanding, the Issuer will furnish to any beneficial owner of notes or to any prospective purchaser of notes in connection with any sale thereof, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        If at any time Holdings (or any other direct or indirect parent company of the Issuer) becomes a guarantor of the notes (there being no obligation of Holdings or any other direct or indirect parent company of the Issuer to do so), and Holdings (or such other parent company) holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer, Holdings or any other direct or indirect parent company of the Issuer (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the reports, information and other documents required to be furnished to the trustee and Cede & Co. or filed with the SEC pursuant to this covenant may, at the option of the Issuer, be those of Holdings (or such other parent company) rather than the Issuer.

        Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement described in the Registration Rights Agreement (1) by the filing with the SEC of the exchange offer registration statement or shelf registration statement (or any other similar registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X, subject to exceptions consistent with the presentation of financial information in this prospectus, to the extent filed within the times specified above, or (2) by posting reports that would be required to be filed substantially in the form required by the SEC (subject to the limitations set forth above) on the Company's website (or that of any of its parent companies) or providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, the financial information (including a "Management's Discussion and Analysis of Financial Condition and Results of Operation") that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in this prospectus, to the extent filed within the times specified above.

        Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (4) under "—Events of Default and Remedies" until 90 days after the date any report hereunder is due.

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Events of Default and Remedies

        Each of the following is an Event of Default:

        (1)   default for 30 days in the payment when due of interest on, if any, with respect to, the notes;

        (2)   default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes;

        (3)   failure by the Issuer or any of its Restricted Subsidiaries to comply with the provisions described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets";

        (4)   failure by the Issuer or any of its Restricted Subsidiaries for 60 days after notice to the Issuer by the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding to comply with any of the other agreements in the indenture;

        (5)   default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Significant Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Original Issue Date, if that default;

        (a)   is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a "Payment Default"); or

        (b)   results in the acceleration of such Indebtedness prior to its express maturity; and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more;

        (6)   with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $15.0 million or its foreign currency equivalent against the Issuer or any Significant Subsidiary, the failure by the Issuer or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;

        (7)   except as permitted by the indenture, any Subsidiary Guarantee of any Significant Subsidiary is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any Person acting on behalf of any Guarantor that is a Significant Subsidiary denies or disaffirms its obligations in writing under its Subsidiary Guarantee and such Default continues for 10 days after receipt of the notice specified in the indenture; and

        (8)   certain events of bankruptcy or insolvency described in the indenture with respect to the Issuer or any Subsidiary that is a Significant Subsidiary.

        In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Issuer, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

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        In the event of any Event of Default specified in clause (5) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

        (1)   the Indebtedness or Guarantee that is the basis for such Event of Default has been discharged; or

        (2)   holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

        (3)   the default that is the basis for such Event of Default has been cured.

        Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any.

        Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no holder of a note may pursue any remedy with respect to the indenture or the notes unless:

        (1)   such holder has previously given the trustee notice that an Event of Default is continuing;

        (2)   holders of at least 25% in aggregate principal amount of the then outstanding notes have requested the trustee to pursue the remedy;

        (3)   such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

        (4)   the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

        (5)   holders of a majority in aggregate principal amount of the then outstanding notes have not given the trustee a direction inconsistent with such request within such 60-day period.

        The holders of a majority in aggregate principal amount of the then outstanding notes by notice to the trustee may, on behalf of the holders of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the notes.

        The Issuer is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, the Issuer is required to deliver to the trustee within 30 days a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator, stockholder, member, partner or other holder of Equity Interests of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the notes, the indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the

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consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        The Issuer may at any time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees ("Legal Defeasance") except for:

        (1)   the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium, if any, on, such notes when such payments are due from the trust referred to below;

        (2)   the Issuer's obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

        (3)   the rights, powers, trusts, duties and immunities of the trustee, and the Issuer's and the Guarantors' obligations in connection therewith; and

        (4)   the Legal Defeasance provisions of the indenture.

        In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer and the Guarantors released ("Covenant Defeasance") with respect to the covenants described under "—Repurchase at the Option of Holders—Change of Control," "—Repurchase at the Option of Holders—Asset Sales" and "—Certain Covenants" and with respect to certain Events of Default (including bankruptcy default with respect to Significant Subsidiaries, cross- default and judgment default) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including nonpayment and bankruptcy, receivership, rehabilitation and insolvency events with respect to the Issuer) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (1)   the Issuer must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on, the outstanding notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;

        (2)   in the case of Legal Defeasance, the Issuer must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Original Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, the Issuer must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding notes

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will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (4)   such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement (including, without limitation, the Credit Agreement) or instrument (other than the indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;

        (5)   the Issuer must deliver to the trustee an officers' certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and

        (6)   the Issuer must deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next three succeeding paragraphs, the indenture or the notes or the Subsidiary Guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing Default or Event of Default or compliance with any provision of the indenture or the notes or the Subsidiary Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

        Without the consent of each holder of notes affected, an amendment, supplement or waiver may not (with respect to any notes held by a non-consenting holder):

        (1)   reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

        (2)   reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the optional redemption of the notes as described under the caption "—Optional Redemption" (other than provisions relating to the notice period for consummating an optional redemption of the notes);

        (3)   reduce the rate of or change the time for payment of interest, including default interest, on any note;

        (4)   waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);

        (5)   make any note payable in money other than that stated in the notes;

        (6)   make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium, if any, on, the notes;

        (7)   make any change to or modify the ranking of the notes that would adversely affect the holders;

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        (8)   after an Asset Sale Offer or Change of Control Offer, as applicable, has been made, amend, change or modify the obligations of the Issuer to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the "Repurchase at the Option of Holders—Asset Sales" covenant or obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with the "Repurchase at the Option of Holders—Change of Control" covenant including, in each case, amending, changing or modifying any definition relating thereto; or

        (9)   make any change in the preceding amendment and waiver provisions.

        Notwithstanding the preceding, without the consent of any holder of notes, the Issuer, the Guarantors and the trustee may amend or supplement the indenture or the notes or the Subsidiary Guarantees:

        (1)   to cure any ambiguity, defect or inconsistency;

        (2)   to provide for uncertificated notes in addition to or in place of certificated notes;

        (3)   to provide for the assumption of the Issuer's or a Guarantor's obligations to holders of notes and Subsidiary Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer's or such Guarantor's assets, as applicable;

        (4)   to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of any such holder;

        (5)   to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

        (6)   to conform the text of the indenture, the Subsidiary Guarantees or the notes to any provision of this Description of the Notes;

        (7)   to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture as of the Original Issue Date;

        (8)   to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the notes; or

        (9)   to issue additional notes in accordance with the terms of the indenture.

Satisfaction and Discharge

        The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

        (1)   either:

        (a)   all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the trustee for cancellation; or

        (b)   all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge

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the entire Indebtedness on the notes not delivered to the trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption;

        (2)   no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

        (3)   the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and

        (4)   the Issuer has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

        In addition, the Issuer must deliver an officers' certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the trustee becomes a creditor of the Issuer or any Guarantor, the indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the indenture has been qualified under the Trust Indenture Act) or resign.

        The holders of a majority in aggregate principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

        Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

        "Acquired Debt" means, with respect to any specified Person:

        (1)   Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

        (2)   Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        "Additional Assets" means any property or assets (other than Indebtedness and Capital Stock) to be used by the Issuer or a Restricted Subsidiary in a Permitted Business.

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        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings. No Person in whom a Receivables Subsidiary makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of the Issuer or any of its Subsidiaries solely by reason of such Investment.

        "Agreement and Plan of Merger" means the Agreement and Plan of Merger by and among Holdings, the Issuer and Symbol Merger Sub, Inc., dated as of April 24, 2007, as amended or modified from time to time prior to the Original Issue Date.

        "AHYDO Redemption Date" has the meaning set forth under "—Principal, Maturity and Interest."

        "Applicable Premium" has the meaning set forth under "—Optional Redemption."

        "Asset Sale" means:

        (1)   the sale, lease (other than operating leases), conveyance or other disposition of any assets or rights outside of the ordinary course of business; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control" and/or the provisions described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant; and

        (2)   the issuance of Equity Interests in any of the Issuer's Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries (other than directors' qualifying Equity Interests or Equity Interests required by applicable law to be held by a Person other than the Issuer or a Restricted Subsidiary).

        Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

        (1)   any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $5.0 million;

        (2)   a transfer of assets between or among the Issuer and its Restricted Subsidiaries;

        (3)   an issuance of Equity Interests by a Restricted Subsidiary of the Issuer to the Issuer or to a Restricted Subsidiary of the Issuer;

        (4)   the sale or lease of products, services or accounts receivable (including at a discount) in the ordinary course of business and any sale or other disposition of damaged, worn-out, negligible, surplus or obsolete assets in the ordinary course of business;

        (5)   the sale or other disposition of Cash Equivalents;

        (6)   a Restricted Payment that does not violate the covenant described above under the caption "—Certain Covenants—Restricted Payments" or a Permitted Investment;

        (7)   any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Original Issue Date, including sale and lease back transactions and asset securitizations not prohibited by the indenture;

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        (8)   any exchange of like-kind property of the type described in Section 1031 of the Code for use in a Permitted Business;

        (9)   the sale or disposition of any assets or property received as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries on any secured Investment or any other transfer of title with respect to any secured Investment in default;

        (10) the licensing of intellectual property in the ordinary course of business or in accordance with industry practice;

        (11) surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

        (12) leases or subleases to third persons in the ordinary course of business that do not interfere in any material respect with the business of the Issuer or any of its Restricted Subsidiaries;

        (13) sales of accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction to a Receivables Subsidiary for the Fair Market Value thereof, less amounts required to be established as reserves and customary discounts pursuant to contractual agreements with entities that are not Affiliates of the Issuer entered into as part of a Qualified Receivables Transaction;

        (14) transfers of accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction;

        (15) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary or Equity Interest, Indebtedness or other securities that were acquired as a Restricted Investment not in violation of the covenant described above under the caption "—Certain Covenants—Restricted Payments"; and

        (16) foreclosures on assets.

        "Asset Sale Offer" has the meaning assigned to that term in the indenture governing the notes.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.

        "Board of Directors" means:

        (1)   with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

        (2)   with respect to a partnership, the board of directors or board of managers of the general partner of the partnership;

        (3)   with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

        (4)   with respect to any other Person, the board or committee of such Person serving a similar function.

        "Capital Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

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        "Capital Stock" means:

        (1)   in the case of a corporation, corporate stock;

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

        (3)   in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

        "Cash Equivalents" means:

        (1)   United States dollars or, in the case of any Restricted Subsidiary which is not a Domestic Subsidiary, any other currencies held from time to time in the ordinary course of business;

        (2)   securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than 12 months from the date of acquisition;

        (3)   direct obligations issued by any state of the United States of America or any political subdivision of any such state, or any public instrumentality thereof, in each case having maturities of not more than 12 months from the date of acquisition;

        (4)   certificates of deposit and eurodollar time deposits with maturities of 12 months or less from the date of acquisition, bankers' acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank that has capital and surplus of not less than $500.0 million;

        (5)   repurchase obligations with a term of not more than one year for underlying securities of the types described in clauses (2) and (4) above entered into with any financial institution meeting the qualifications specified in clause (4) above;

        (6)   commercial paper having one of the two highest ratings obtainable from Moody's Investors Service, Inc. or Standard & Poor's Rating Services and, in each case, maturing within 12 months after the date of acquisition;

        (7)   Indebtedness or preferred stock issued by Persons with a rating of "A" or higher from Standard & Poor's Rating Services or "A2" or higher from Moody's Investors Service, Inc. with maturities of 12 months or less from the date of acquisition; and

        (8)   money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition or money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended.

        "Cash Interest" has the meaning set forth under "—Principal, Maturity and Interest."

        "Change of Control" means the occurrence of any of the following:

        (1)   the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d) of the Exchange Act) other than Permitted Holders;

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        (2)   the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any "person" (as defined above), other than Permitted Holders, becomes the Beneficial Owner, directly or indirectly, of 50% or more of the Voting Stock of the Issuer, measured by voting power rather than number of shares; provided, however, for purposes of this clause (2), each Person will be deemed to beneficially own any Voting Stock of another Person held by one or more of its Subsidiaries; or

        (3)   the first day on which a majority of the members of the Board of Directors of the Issuer are not Continuing Directors.

        "Change of Control Offer" has the meaning assigned to that term in the indenture governing the notes.

        "Closing Date" means the closing date of the transactions contemplated by the Agreement and Plan of Merger.

        "Co-Investors" means institutional investors, other than Crestview Partners, L.P. and its Affiliates, who become holders of Equity Interests of the Issuer (or any direct or indirect parent) on or prior to the Original Issue Date.

        "Consolidated Adjusted EBITDA" means, with respect to any specified Person for any period (the "Measurement Period"), the Consolidated Net Income of such Person for such period plus, without duplication and to the extent deducted in determining such Consolidated Net Income, the amounts for such period of:

        (1)   the Fixed Charges of such Person and its Restricted Subsidiaries for the Measurement Period and any amount excluded from the definition thereof pursuant to clause (v), (w), (x), (y) or (z) therein; plus

        (2)   the provision for federal, state and foreign income taxes based on income or profits or capital, including state, franchise, capital and similar taxes and withholding taxes paid or accrued of such Person and its Restricted Subsidiaries for the Measurement Period; plus

        (3)   the consolidated depreciation expense of such Person and its Restricted Subsidiaries for the Measurement Period; plus

        (4)   the consolidated amortization expense of such Person and its Restricted Subsidiaries for the Measurement Period; plus

        (5)   fees, costs and expenses paid or payable in cash by the Issuer or any of its Subsidiaries during the Measurement Period in connection with the Transactions (including, without limitation, retention payments paid as an incentive to retained employees in connection with the Transactions); plus

        (6)   other non-cash expenses and charges for the Measurement Period reducing Consolidated Net Income (provided that if any non-cash expenses or charges referred to in this clause (6) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Adjusted EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

        (7)   any non-capitalized expenses or charges for the Measurement Period relating to (i) any offering of Equity Interests by the Issuer, Holdings or any other direct or indirect parent of the Issuer, (ii) merger, recapitalization or acquisition transactions made by the Issuer or any of its Restricted Subsidiaries, including any earnout payments, whether or not accounted for as such that are paid, accrued or reserved for within 365 days of such transaction, or (iii) any Indebtedness

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incurred by the Issuer or any of its Restricted Subsidiaries (in each case, whether or not successful); plus

        (8)   all fees paid by the Issuer pursuant to clauses (7), (8) and (15) of the covenant described under "—Certain Covenants—Transactions with Affiliates"; plus

        (9)   the amount of extraordinary, unusual or non-recurring charges or any restructuring charges or reserves (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost, contract termination costs, including future lease commitments, and costs to consolidate facilities and relocate employees); plus

        (10) the consolidated minority interest expense of the Issuer and its Restricted Subsidiaries for the Measurement Period; plus

        (11) income attributable to discontinued operations (excluding income attributable to assets or operations that have been disposed of during such period); plus

        (12) the Net Income of any Person to the extent excluded from the calculation of Consolidated Net Income pursuant to clause (1) of the definition thereof (i.e., the minority interest of the Issuer in the entities generating such Net Income); plus

        (13) any unrealized net loss (or minus any net gain) resulting in such Measurement Period from hedging transactions; minus

        (14) without duplication, other non-cash items (other than the accrual of revenue in accordance with GAAP consistently applied in the ordinary course of business) increasing Consolidated Net Income for the Measurement Period (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period); minus

        (15) losses attributable to discontinued operations (excluding losses attributable to assets or operations that have been disposed of during such period).

        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such specified Person and its Subsidiaries (or in the case of the Issuer, its Restricted Subsidiaries) for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

        (1)   the Net Income (and net loss) of any other Person that is not a Restricted Subsidiary of such specified Person or that is accounted for by the equity method of accounting will be excluded; provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

        (2)   solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of "—Certain Covenants—Restricted Payments," the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash

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(or to the extent converted into cash) or Cash Equivalents to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

        (3)   the cumulative effect of a change in accounting principles will be excluded;

        (4)   the amortization of any premiums, fees or expenses incurred in connection with the Transactions or any amounts required or permitted by Accounting Principles Board Opinions Nos. 16 (including non-cash write-ups and non-cash charges relating to inventory and fixed assets, in each case arising in connection with the Transactions or any other acquisition) and 17 (including non-cash charges relating to intangibles and goodwill), in each case in connection with the Transactions or any other acquisition, will be excluded;

        (5)   any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any sale of assets outside the ordinary course of business (it being understood that a sale of assets comprising discontinued operations shall be deemed a sale of assets outside the ordinary course of business); or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries will be excluded;

        (6)   any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss will be excluded;

        (7)   income or losses attributable to discontinued operations (including, without limitation, operations disposed during such period whether or not such operations were classified as discontinued) will be excluded;

        (8)   any non-cash charges (i) attributable to applying the purchase method of accounting in accordance with GAAP, (ii) resulting from the application of FAS 142 or FAS 144, and (iii) relating to the amortization of intangibles resulting from the application of FAS 141, will be excluded;

        (9)   all non-cash charges relating to employee benefit or other management or stock compensation plans of the Issuer or a Restricted Subsidiary (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period) will be excluded to the extent that such non-cash charges are deducted in computing such Consolidated Net Income; provided, further, that if the Issuer or any Restricted Subsidiary of the Issuer makes a cash payment in respect of such non-cash charge in any period, such cash payment will (without duplication) be deducted from the Consolidated Net Income of the Issuer for such period;

        (10) all unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application of FAS 52 shall be excluded; and

        (11) accruals and reserves that are established within twelve months after August 23, 2007 and that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded.

        "Consolidated Secured Debt Ratio" as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by Liens as of such date to (2) the Issuer's Consolidated Adjusted EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and Consolidated Adjusted EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio; provided, however, that solely for purposes of the calculation of the Consolidated Secured Debt Ratio, in connection with the incurrence of any Lien pursuant to

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clause (27) of the definition of "Permitted Liens," the Issuer or its Restricted Subsidiaries may elect, pursuant to an Officers' Certificate delivered to the Trustee, to treat all or any portion of the commitment under any Indebtedness which is to be secured by such Lien as being Incurred at such time and any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation to be an Incurrence at such subsequent time.

        "Consolidated Total Indebtedness" means, as at any date of determination, an amount equal to the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments, less the aggregate amount of cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries on a consolidated basis.

        "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Issuer who:

        (1)   was a member of such Board of Directors on the Original Issue Date; or

        (2)   was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election; or

        (3)   was designated or appointed with the approval of Permitted Holders holding a majority of the Voting Stock of all of the Permitted Holders.

        "Credit Agreement" means that certain Credit Agreement, dated as of August 23, 2007, by and among the Issuer, as borrower, Holdings, certain subsidiaries of the Issuer, Merrill Lynch Capital Corporation, as administrative agent and collateral agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC, as joint lead arrangers and joint bookrunners, and various lenders from time to time party thereto providing for up to $250.0 million of term loans, $100.0 million of revolving credit borrowings and $50.0 million of uncommitted incremental loan facilities, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced by any other Indebtedness (including by means of sales of debt securities and including any amendment, restatement, modification, renewal, refunding, replacement or refinancing that increases the amount borrowed thereunder or extends the maturity thereof) in whole or in part from time to time.

        "Credit Facilities" means one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities or indentures, in each case, with banks or other institutional lenders providing for revolving credit loans, notes, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or any other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities and including any amendment, restatement, modification, renewal, refunding, replacement or refinancing that increases the amount borrowed thereunder or extends the maturity thereof) in whole or in part from time to time.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Designated Noncash Consideration" means any non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an officers' certificate.

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        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 90 days after the date on which the notes mature. Notwithstanding the preceding sentence, (x) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Issuer or the Subsidiary that issued such Capital Stock to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase such Capital Stock unless the Issuer would be permitted to do so in compliance with the covenant described under "—Certain Covenants—Restricted Payments," (y) any Capital Stock that would constitute Disqualified Stock solely as a result of any redemption feature that is conditioned upon, and subject to, compliance with the covenant described above under "—Certain Covenants—Restricted Payments" will not constitute Disqualified Stock and (z) any Capital Stock issued to any plan for the benefit of employees will not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or the Subsidiary that issued such Capital Stock in order to satisfy applicable statutory or regulatory obligations. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that the Issuer and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

        "Domestic Subsidiary" means any Restricted Subsidiary of the Issuer that was formed under the laws of the United States or any state of the United States.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means a public or private offering of Qualified Capital Stock of the Issuer, Holdings or any other direct or indirect parent of the Issuer, other than:

        (1)   a public offering with respect to the Issuer's or any direct or indirect parent company's Qualified Capital Stock registered on Form S-4 or Form S-8;

        (2)   issuances to any Subsidiary of the Issuer; and

        (3)   any such public or private offering that constitutes an Excluded Contribution.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended and the rules and regulations of the SEC promulgated thereunder.

        "Exchange Notes" means the 11.00%/11.75% Senior PIK Toggle Notes due 2015 issued pursuant to the Exchange Offer and the terms described in this prospectus.

        "Exchange Offer" means the offer to exchange the exchange notes for the outstanding notes described in this prospectus.

        "Excluded Contributions" means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from (i) contributions to its equity capital (other than Disqualified Stock) or (ii) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Equity Interests (other than Disqualified Stock) of the Issuer, in each case designated as Excluded Contributions pursuant to an officers' certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, that are excluded from the calculation set forth in clause (3) of the first paragraph under "—Certain Covenants—Restricted Payments."

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        "Existing Indebtedness" means Indebtedness (other than the Indebtedness under the Credit Agreement) existing on the Original Issue Date.

        "Fair Market Value" means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors, chief executive officer or chief financial officer of the Issuer (unless otherwise provided in the indenture).

        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated Adjusted EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock or Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock or Disqualified Stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

        In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

        (1)   Investments, acquisitions, mergers, consolidations and dispositions that have been made by the specified Person or any of its Restricted Subsidiaries, or any Person or any of its Restricted Subsidiaries acquired by, merged or consolidated with the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect, including giving effect to Pro Forma Cost Savings, as if they had occurred on the first day of the four-quarter reference period;

        (2)   the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

        (3)   any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

        (4)   any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

        (5)   if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness).

        For purposes of this definition, whenever pro forma effect is given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the

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computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

        "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:

        (1)   the consolidated interest expense of such Person and its Subsidiaries (or in the case of the Issuer, its Restricted Subsidiaries) for such period, net of interest income, whether paid or accrued, including, without limitation, original issue discount, non-cash interest payments, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all cash payments made or received pursuant to Hedging Obligations in respect of interest rates, and excluding (v) amortization of deferred financing costs, (w) accretion or accrual of discounted liabilities not constituting Indebtedness, (x) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (y) any expensing of bridge, commitment and other financing fees and (z) to the extent included in Fixed Charges, the portion of consolidated interest expense of such Person and its Restricted Subsidiaries attributable to Indebtedness incurred in connection with the acquisition of discontinued operations; plus

        (2)   any interest on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, but only to the extent that such Guarantee or Lien is called upon; plus

        (3)   all cash dividends paid on any series of preferred stock of such Person or any of its Restricted Subsidiaries (other than to the Issuer or a Restricted Subsidiary of the Issuer), in each case, determined on a consolidated basis in accordance with GAAP.

        "Foreign Subsidiary" means any Subsidiary of the Issuer that is not incorporated under the laws of the United States of America, any State thereof or the District of Columbia.

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on August 23, 2007. For the purposes of the indenture, the term "consolidated" with respect to any Person shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.

        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) and the payment for which the United States pledges its full faith and credit.

        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

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        "Guarantors" means each Restricted Subsidiary of the Issuer that executes a Subsidiary Guarantee in accordance with the provisions of the indenture, and their respective successors and assigns, in each case, until the Subsidiary Guarantee of such Person has been released in accordance with the provisions of the indenture.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

        (1)   interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

        (2)   other agreements or arrangements designed to manage interest rates or interest rate risk; and

        (3)   other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

        "Holdings" means Symbol Holdings Corporation, a Delaware corporation.

        "Indebtedness" means, with respect to any specified Person, the principal and premium (if any) of any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

        (1)   in respect of borrowed money;

        (2)   evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) (other than letters of credit issued in respect of trade payables);

        (3)   in respect of banker's acceptances;

        (4)   representing Capital Lease Obligations;

        (5)   representing the balance deferred and unpaid of the purchase price of any property or services due more than twelve months after such property is acquired or such services are completed (except any such balance that constitutes a trade payable or similar obligation to a trade creditor); or

        (6)   representing the net obligations under any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit, and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

        Notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) contingent obligations, including Guarantees, incurred in the ordinary course of business or in respect of operating leases, and not in respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) Obligations under or in respect of a Qualified Receivables Transaction or (5) payment obligations under the Merger Agreement, including any obligation to make appraisal payments.

        The amount of any Indebtedness outstanding as of any date shall be:

        (1)   the accreted value thereof (together with any interest thereon that is more than 30 days past due), in the case of any Indebtedness that does not require current payments of interest; and

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        (2)   the principal amount thereof, in the case of any other Indebtedness.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers and commission, travel, relocation and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet (excluding the footnotes) prepared in accordance with GAAP. If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Issuer, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Issuer's Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the penultimate paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments." The acquisition by the Issuer or any Restricted Subsidiary of the Issuer of a Person that holds an Investment in a third Person will not be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person, unless such third Person's Investment was made in contemplation of the acquisition by the Issuer or a Restricted Subsidiary, in which case it shall be an Investment in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the penultimate paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments." The outstanding amount of any Investment shall be the original cost thereof, reduced by all returns on such Investment (including dividends, interest, distributions, returns of principal and profits on sale).

        "Issuer" means Symbion, Inc., a Delaware corporation or any successor obligor.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed a Lien.

        "Make-Whole Redemption Date" has the meaning set forth under "—Optional Redemption."

        "Management Agreements" means the management, service or similar agreements pursuant to which the Issuer or any of its Qualified Restricted Subsidiaries manages the assets and businesses of any of its Restricted Subsidiaries.

        "Mandatory Principal Redemption" has the meaning set forth under "—Principal, Maturity and Interest."

        "Mandatory Principal Redemption Amount" has the meaning set forth under "—Principal, Maturity and Interest."

        "Minority Interests" means the interests in income of the Issuer's Restricted Subsidiaries held by Persons other than the Issuer or a Restricted Subsidiary, as reflected on the Issuer's consolidated financial statements.

        "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

        "Net Proceeds" means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs

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relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable law, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, including taxes resulting from the transfer of the proceeds of such Asset Sale to the Issuer, in each case, after taking into account:

        (1)   any available tax credits or deductions and any tax sharing arrangements;

        (2)   amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale;

        (3)   any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP;

        (4)   any reserve for adjustment in respect of any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any Restricted Subsidiary after such sale or other disposition thereof;

        (5)   any distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale; and

        (6)   in the event that a Restricted Subsidiary consummates an Asset Sale and makes a pro rata payment of dividends to all of its stockholders from any cash proceeds of such Asset Sale, the amount of dividends paid to any stockholder other than the Issuer or any other Restricted Subsidiary, provided that any net proceeds of an Asset Sale by a Non-Guarantor Subsidiary that are subject to legal or contractual restrictions on repatriation to the Issuer will not be considered Net Proceeds for so long as such proceeds are subject to such restrictions, provided, however, that any such contractual restrictions on repatriation were not entered into in contemplation of such Asset Sale.

        "Non-Guarantor Subsidiaries" means (v) any Unrestricted Subsidiary, (w) any Receivables Subsidiary, (x) any Foreign Subsidiary and (y) any other Subsidiary of the Issuer that does not guarantee the Issuer's Obligations under the Credit Agreement.

        "Non-Recourse Debt" means Indebtedness:

        (1)   as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or (c) otherwise constitutes the lender;

        (2)   no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Issuer or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of such other Indebtedness to be accelerated or payable prior to its Stated Maturity;

        (3)   as to which the lenders have been notified in writing or have agreed in writing (in the agreement relating thereto or otherwise) that they will not have any recourse to the stock or assets of the Issuer or any of its Restricted Subsidiaries; and

        (4)   except to the extent of any Guarantee thereof as permitted by the definition of "Unrestricted Subsidiary."

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

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        "Organization Documents" means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; (c) with respect to any partnership, trust or other form of business entity, the partnership or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity; and (d) with respect to any entity referred to in clauses (a) through (c) above, any investor, shareholder or similar agreement.

        "Original Issue Date" means June 3, 2008.

"Outstanding Notes" means the 11.00%/11.75% Senior PIK Toggle Notes due 2015 issued by the Company on the Original Issue Date.

        "Partial PIK Interest" has the meaning set forth under "—Principal, Maturity and Interest."

        "Permitted Business" means (i) any business engaged in by the Issuer or any of its Restricted Subsidiaries on the Original Issue Date, and (ii) any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Issuer and its Restricted Subsidiaries are engaged on the Original Issue Date.

        "Permitted Holder" means Crestview Partners GP, L.P., the Co-Investors and members of management of the Issuer who are holders of Equity Interests on the Original Issue Date, and their respective Affiliates.

        "Permitted Investments" means:

        (1)   any Investment in the Issuer, in a Guarantor or in a Qualified Restricted Subsidiary of the Issuer;

        (2)   any Investment in Cash Equivalents;

        (3)   any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person (other than the Issuer, a Guarantor or a Qualified Restricted Subsidiary of the Issuer) that is engaged as its primary business in a Permitted Business, if as a result of such Investment:

        (a)   such Person becomes a Qualified Restricted Subsidiary of the Issuer;

        (b)   such Person, in one transaction or a series of transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer, or a Qualified Restricted Subsidiary of the Issuer;

        (4)   any Investment received in connection with an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales" or in connection with the disposition of assets not constituting an Asset Sale;

        (5)   any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Issuer or any parent of the Issuer;

        (6)   any Investments received in compromise, settlement or resolution of (A) obligations of trade debtors or customers that were incurred in the ordinary course of business of the Issuer or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade debtor or customer, (B) litigation, arbitration or other disputes with Persons who are not Affiliates or (C) as a result of a foreclosure

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by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

        (7)   Investments represented by Hedging Obligations entered into to protect against fluctuations in interest rates, exchange rates and commodity prices;

        (8)   any Investment in payroll, travel and similar advances to cover business-related travel expenses, moving expenses or other similar expenses, in each case incurred in the ordinary course of business;

        (9)   Investments in receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

        (10) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business;

        (11) obligations of one or more officers or other employees of the Issuer or any of its Restricted Subsidiaries in connection with such officer's or employee's acquisition of shares of Capital Stock of the Issuer or Capital Stock of Holdings (or any other direct or indirect parent company of the Issuer) so long as no cash or other assets are paid by the Issuer or any of its Restricted Subsidiaries to such officers or employees in connection with the acquisition of any such obligations;

        (12) loans or advances to and guarantees provided for the benefit of employees made in the ordinary course of business of the Issuer or the Restricted Subsidiary of the Issuer in an aggregate principal amount not to exceed $2.5 million at any one time outstanding;

        (13) Investments existing as of the Original Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing as of the Original Issue Date (excluding any such extension, modification or renewal involving additional advances, contributions or other investments of cash or property or other increases thereof unless it is a result of the accrual or accretion of interest or original issue discount or payment-in-kind pursuant to the terms, as of the Original Issue Date, of the original Investment so extended, modified or renewed) and pursuant to any binding commitment outstanding as of the Original Issue Date;

        (14) repurchases of the notes;

        (15) (A) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15)(a) that are at the time outstanding not to exceed $23.0 million during any period of twelve consecutive months (with any amount not used during this period to be carried forward to any subsequent period) and (B) other Investments consisting of loans or advances to, or Guarantees of Indebtedness of, any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15)(B) that are at the time outstanding not to exceed $23.0 million during any period of twelve consecutive months (with any amount not used during this period to be carried forward to any subsequent period); provided, however, that if any Investment pursuant to this clause (15) is made in any Person that is not a Qualified Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Qualified Restricted Subsidiary of the Issuer after such date, such

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Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (15) for so long as such Person continues to be a Qualified Restricted Subsidiary (it being understood that if such Person thereafter ceases to be a Qualified Restricted Subsidiary of the Issuer, such Investment will again be deemed to have been made pursuant to this clause (15)); provided, further, that substantially all of the business activities of any such Person consist of a Permitted Business;

        (16) the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any other Investment by the Issuer or a Subsidiary of the Issuer in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction customary for such transactions;

        (17) Investments not otherwise permitted by the foregoing clauses in an amount, taken together with all other Investments made pursuant to this clause, not to exceed $11.5 million in the aggregate outstanding at any time;

        (18) Guarantees of Indebtedness which Guarantees are made by the Issuer or a Restricted Subsidiary permitted under the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" and performance guarantees and guarantees of operating leases in the ordinary course of business; provided that if at the time of and after giving effect to any Guarantee (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Qualified Restricted Subsidiaries that is Guaranteed by the Issuer or any Qualified Restricted Subsidiary, together with the aggregate amount of Investments made pursuant to clause (15)(B) exceeds $23.0 million (net of cash returns, or reduction in the amount of such Guarantees by, on any such Investments to the Issuer or a Qualified Restricted Subsidiary) during any period of twelve consecutive months (with any amount not used during such period permitted to be carried forward to any subsequent period) (in each case determined without regard to any write-downs or write-offs), such Guarantee shall not be permitted; provided further that substantially all of the business activities of any such Restricted Subsidiary that is not a Qualified Restricted Subsidiary whose Indebtedness is so Guaranteed consists of a Permitted Business;

        (19) advances to any Person in the ordinary course of business, provided that (i) such advances when made are expected to be repaid within 270 days of such advance and (ii) the aggregate amount of all advances made pursuant to this clause (19) does not exceed $23.0 million at any time outstanding; and

        (20) Investments consisting of amounts potentially due from a seller of property in an acquisition that (i) relate to customary post-closing adjustments with respect to accounts receivable, accounts payable and similar items typically subject to post-closing adjustments in similar transactions and (ii) are outstanding for a period of one hundred twenty (120) days or less following the closing of such acquisition.

        "Permitted Liens" means:

        (1)   Liens in favor of the Issuer or the Guarantors;

        (2)   Liens on property or assets of a Person, existing at the time such Person is merged with or into, consolidated with or acquired by the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to the contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person merged into, consolidated with or acquired by the Issuer or such Subsidiary, plus renewals and extensions of such Liens;

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        (3)   Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to such acquisition, and not incurred in contemplation of, such acquisition, plus renewals and extensions of such Liens;

        (4)   Liens (including deposits and pledges) to secure the performance of public or statutory obligations, progress payments, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

        (5)   Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" covering only the assets acquired, constructed or improved with or financed by such Indebtedness;

        (6)   Liens existing on the Original Issue Date (other than Liens in favor of the lenders under the Credit Facilities, plus renewals and extensions of such Liens;

        (7)   Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

        (8)   Liens imposed by law, such as carriers', warehousemen's, landlord's, materialmen's, laborers', employees', suppliers' and mechanics' Liens, in each case, incurred in the ordinary course of business;

        (9)   survey exceptions, title defects, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that do not materially interfere with the ordinary conduct of the business of the Issuer and its Subsidiaries, taken as a whole;

        (10) Liens created for the benefit of (or to secure) the notes (or the Subsidiary Guarantees);

        (11) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that:

        (a)   the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Indebtedness (plus improvements and accessions to, such property or proceeds or distributions thereof); and

        (b)   the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

        (12) Liens with respect to Indebtedness that does not exceed $11.5 million at any one time outstanding, and Obligations in respect thereof;

        (13) Liens incurred in connection with a Qualified Receivables Transaction (which, in the case of the Issuer and its Restricted Subsidiaries (other than Receivables Subsidiaries) shall be limited to receivables and related assets referred to in the definition of Qualified Receivables Transaction);

        (14) security for the payment of workers' compensation, unemployment insurance, other social security benefits or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) entered into in the ordinary course of business;

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        (15) deposits or pledges in connection with bids, tenders, leases and contracts (other than contracts for the payment of money) entered into in the ordinary course of business;

        (16) zoning restrictions, easements, licenses, reservations, provisions, encroachments, encumbrances, protrusion permits, servitudes, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee), in each case, not materially interfering with the ordinary conduct of the business of the Issuer and its Subsidiaries, taken as a whole;

        (17) leases, subleases, licenses or sublicenses to third parties entered into in the ordinary course of business;

        (18) Liens securing Hedging Obligations entered into to protect against fluctuations in interest rates, exchange rates and commodity prices;

        (19) Liens arising out of judgments, decrees, orders or awards in respect of which the Issuer shall in good faith be prosecuting an appeal or proceedings for review which appeal or proceedings shall not have been finally terminated, or if the period within which such appeal or proceedings may be initiated shall not have expired;

        (20) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other obligation of such Unrestricted Subsidiary;

        (21) Liens on the assets of Non-Guarantor Subsidiaries securing Indebtedness of the Non-Guarantor Subsidiaries that were permitted by the terms of the indenture to be incurred;

        (22) Liens arising from filing Uniform Commercial Code financing statements regarding leases;

        (23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of banking institution encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

        (24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

        (25) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) permitted to be incurred pursuant to clause (1) of the second paragraph under "—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock";

        (26) Liens created or deemed to exist by the establishment of trusts for the purpose of satisfying government reimbursement program costs and other actions or claims pertaining to the same or related matters or other medical reimbursement programs;

        (27) Liens solely on any cash earned money deposits made by the Issuer or any Restricted Subsidiary with any letter of intent or purchase agreement permitted hereunder; and

        (28) Liens securing Indebtedness (including liens securing any Obligations in respect thereof) permitted to be incurred pursuant to the first paragraph under "—Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" so long as after giving effect to such incurrence the Consolidated Secured Debt Ratio of the Issuer and its Restricted Subsidiaries shall be equal to or less than 4.25 to 1.0 for the Issuer's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Lien is incurred.

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        "Permitted Payment Restriction" means any encumbrance or restriction (each, a "restriction") on the ability of any Restricted Subsidiary to pay dividends or make any other distributions on its Equity Interests to the Issuer or a Restricted Subsidiary, which restriction would not materially impair the Issuer's ability to make scheduled payments of cash interest and to make required principal payments on the notes as determined in good faith by the chief financial officer of the Issuer, whose determination shall be conclusive.

        "Permitted Payments to Parent" means

        (1)   payments, directly or indirectly, to Holdings or any other direct or indirect parent company of the Issuer to be used by Holdings (or any other direct or indirect parent company of the Issuer) to pay (x) consolidated, combined or similar Federal, state and local taxes payable by Holdings (or such parent company) and directly attributable to (or arising as a result of) the operations of the Issuer and its Subsidiaries and (y) franchise or similar taxes and fees of Holdings (or such parent company) required to maintain Holdings' (or such parent company's) corporate or other existence and other taxes; provided that:

        (a)   the amount of such dividends, distributions or advances paid shall not exceed the amount (x) that would be due with respect to a consolidated, combined or similar Federal, state or local tax return that included the Issuer and its Subsidiaries if the Issuer were a corporation for Federal, state and local tax purposes plus (y) the actual amount of such franchise or similar taxes and fees of Holdings (or such parent company) required to maintain Holdings' (or such parent company's) corporate or other existence and other taxes, each as applicable; and

        (b)   such payments are used by Holdings (or such parent company) for such purposes within 90 days of the receipt of such payments;

        (2)   payments, directly or indirectly, to Holdings or any other direct or indirect parent company of the Issuer if the proceeds thereof are used to pay general corporate and overhead expenses (including salaries and other compensation of employees) incurred in the ordinary course of its business or of the business of Holdings or such other parent company of the Issuer as a direct or indirect holding company for the Issuer or used to pay fees and expenses (other than to Affiliates) relating to any unsuccessful debt or equity financing; and

        (3)   payments, directly or indirectly, to Holdings or any other direct or indirect parent company of the Issuer if the proceeds thereof are used to pay amounts payable to the Permitted Holders to the extent permitted by clause (15) of "—Certain Covenants—Transactions with Affiliates," solely to the extent such amounts are not paid directly by the Issuer or its Subsidiaries.

        "Permitted Refinancing Indebtedness" means any Indebtedness of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease or discharge other Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

        (1)   the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees, commissions, discounts and expenses, including premiums, incurred in connection therewith);

        (2)   either (a) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged or (b) all scheduled payments on or in respect of such

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Permitted Refinancing Indebtedness (other than interest payments) shall be at least 91 days following the final scheduled maturity of the notes;

        (3)   if the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged; and

        (4)   such Indebtedness is incurred

        (a)   by the Issuer or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

        (b)   by the Issuer or any Guarantor if the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is the Issuer or a Guarantor; or

        (c)   by any Non-Guarantor Subsidiary if the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is a Non-Guarantor Subsidiary.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "PIK Interest" has the meaning set forth under "—Principal, Maturity and Interest."

        "PIK notes" has the meaning set forth under "—Principal, Maturity and Interest."

        "PIK payment" has the meaning set forth under "—Principal, Maturity and Interest."

        "Pro Forma Cost Savings" means, with respect to any period, (A) the operating expense reductions and other operating improvements or synergies that (i) were directly attributable to an acquisition, merger, consolidation or disposition (a "pro forma event") that occurred during the four-quarter reference period or subsequent to the four-quarter reference period and on or prior to the Calculation Date and calculated on a basis that is consistent with Article 11 of Regulation S-X under the Securities Act as in effect and applied as of the Original Issue Date, (ii) were actually implemented by the business that was the subject of any such pro forma event within 12 months after the date of such pro forma event and prior to the Calculation Date that are reasonably determined in good faith by a responsible financial or accounting officer of the Issuer or (iii) relate to the business that is the subject of any such pro forma event and that are reasonably determined in good faith by a responsible financial or accounting officer of the Issuer and is expected to be taken in the 12 months following such pro forma event and (B) all adjustments of the nature used in connection with the calculation of "Adjusted EBITDA" as set forth in the prospectus to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period and, in the case of each of (A) and (B), are described in an officers' certificate, as if all such reductions in costs had been effected as of the beginning of such period.

        "Qualified Capital Stock" means any Capital Stock that is not Disqualified Stock.

        "Qualified Proceeds" means any of the following or any combination of the following:

        (1)   Cash Equivalents;

        (2)   the Fair Market Value of assets that are used or useful in the Permitted Business; and

        (3)   the Fair Market Value of the Capital Stock of any Person engaged primarily in a Permitted Business if, in connection with the receipt by the Issuer or any of its Restricted Subsidiaries of such Capital Stock, such Person becomes a Restricted Subsidiary or such Person is merged or consolidated into the Issuer or any Restricted Subsidiary;

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provided that (i) for purposes of clause (3) of the first paragraph under "—Certain Covenants—Restricted Payments," Qualified Proceeds shall not include Excluded Contributions and (ii) the amount of Qualified Proceeds shall be reduced by the amount of payments made in respect of the applicable transaction which are permitted under clause (8) of the covenant described under "—Certain Covenants—Transactions with Affiliates."

        "Qualified Receivables Transaction" means any transaction or series of transactions entered into by the Issuer or any of its Subsidiaries pursuant to which the Issuer or any of its Subsidiaries sells, conveys or otherwise transfers, or grants a security interest, to:

        (1)   a Receivables Subsidiary (in the case of a transfer by the Issuer or any of its Subsidiaries, which transfer may be effected through the Issuer or one or more of its Subsidiaries); and

        (2)   if applicable, any other Person (in the case of a transfer by a Receivables Subsidiary),

in each case, in any accounts receivable (including health care insurance receivables), instruments, chattel paper, general intangibles and similar assets (whether now existing or arising in the future, the "Receivables") of the Issuer or any of its Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such Receivables, all contracts, contract rights and all guarantees or other obligations in respect of such Receivables, proceeds of such Receivables and any other assets, which are customarily transferred or in respect of which security interests are customarily granted in connection with receivables financings and asset securitization transactions of such type, together with any related transactions customarily entered into in receivables financings and asset securitizations, including servicing arrangements. All determinations under the indenture as to whether a particular provision in respect of a receivables transaction is customary shall be made by the Issuer in good faith (which determination shall be conclusive).

        "Qualified Restricted Subsidiary" means any Restricted Subsidiary that satisfies each of the following requirements: (1) except for Permitted Payment Restrictions, there are no consensual restrictions, directly or indirectly, on the ability of such Restricted Subsidiary to pay dividends or make distributions to the holders of its Equity Interests; (2) the Equity Interests of such Restricted Subsidiary consist solely of (A) Equity Interests owned by the Borrower and its Qualified Restricted Subsidiaries (B) Equity Interests owned by Strategic Investors and (C) directors' qualifying shares and (3) the primary business of such Restricted Subsidiary is a Permitted Business.

        "Receivables Fees" means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Qualified Receivables Transaction.

        "Receivables Subsidiary" means a Subsidiary of the Issuer which engages in no activities other than in connection with the financing of accounts receivable and in businesses related or ancillary thereto and that is designated by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary (A) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which:

        (1)   is guaranteed by the Issuer or any Subsidiary of the Issuer (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities customarily entered into in connection with a Qualified Receivables Transaction);

        (2)   is recourse to or obligates the Issuer or any Subsidiary of the Issuer in any way other than pursuant to representations, warranties, covenants and indemnities customarily entered into in connection with a Qualified Receivables Transaction; or

        (3)   subjects any property or asset of the Issuer or any Subsidiary of the Issuer (other than accounts receivable and related assets as provided in the definition of Qualified Receivables Transaction), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than

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pursuant to representations, warranties, covenants and indemnities customarily entered into in connection with a Qualified Receivables Transaction; and

        (B)  with which neither the Issuer nor any Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Issuer or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer, other than as may be customary in a Qualified Receivables Transaction including for fees payable in the ordinary course of business in connection with servicing accounts receivable; and (C) with which neither the Issuer nor any Subsidiary of the Issuer has any obligation to maintain or preserve such Subsidiary's financial condition or cause such Subsidiary to achieve certain levels of operating results other than pursuant to representations, warranties, covenants and indemnities entered into in connection with a Qualified Receivables Transaction. Any such designation by the Board of Directors of the Issuer will be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing conditions.

        "Replacement Preferred Stock" means any Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace or discharge any Disqualified Stock of the Issuer or any of its Restricted Subsidiaries (other than intercompany Disqualified Stock); provided that such Replacement Preferred Stock (i) is issued by the Issuer or by the Restricted Subsidiary who is the Issuer of the Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged, and (ii) does not have an initial liquidation preference in excess of the liquidation preference plus accrued and unpaid dividends on the Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02(w)(1) or (2) of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on August 23, 2007. For purposes of determining whether an Event of Default has occurred, if any group of Restricted Subsidiaries as to which a particular event has occurred and is continuing at any time would be, taken as a whole, a "Significant Subsidiary" then such event shall be deemed to have occurred with respect to a Significant Subsidiary.

        "Sponsor Management Agreement" means the Management Agreement between the Issuer and Crestview Partners GP, L.P. dated as of August 23, 2007.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Strategic Investors" means physicians, hospitals, health systems, other healthcare providers, other healthcare companies and other similar strategic joint venture partners which joint venture partners are actively involved in the day-to-day operations of providing surgical care and surgery-related services, or, in the case of physicians, that have retired therefrom, individuals who are former owners or employees of surgical care facilities purchased by the Issuer, any of its Restricted Subsidiaries, and consulting firms that receive common stock solely as consideration for consulting services performed.

        "Subsidiary" means, with respect to any specified Person (the "parent") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which

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would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date.

        "Subsidiary Guarantee" means the Guarantee by each Guarantor of the Issuer's obligations under the indenture and the notes, executed pursuant to the provisions of the indenture.

        "Total Assets" means the total consolidated assets of the Issuer and its Restricted Subsidiaries as set forth on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries prepared in accordance with GAAP.

        "Transactions" means the transactions contemplated by the Agreement and Plan of Merger and the other related transactions described in this prospectus.

        "Treasury Management Obligations" means obligations under any agreement governing the provision of treasury or cash management services, including deposit accounts, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services. Treasury Management Obligations shall not constitute Indebtedness.

        "Treasury Rate" has the meaning set forth under "—Optional Redemption."

        "Unrestricted Subsidiary" means any Subsidiary of the Issuer that is designated by the Board of Directors of the Issuer as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors and any Subsidiary of an Unrestricted Subsidiary.

        The Issuers may designate any Subsidiary of the Issuers (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuers or any Subsidiary of the Issuers (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

        (1)   such designation complies with the covenants described under "—Certain Covenants—Restricted Payments"; and

        (2)   each of:

        (a)   the Subsidiary to be so designated; and

        (b)   its Subsidiaries

has not at the time of designation, and does not thereafter, incur any Indebtedness other than Non-Recourse Debt (except to the extent such Indebtedness by the Issuer or any Restricted Subsidiary is otherwise permitted to be incurred under the Indenture).

        "Voting Stock" of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

        (1)   the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

        (2)   the then outstanding principal amount of such Indebtedness.

        "Wholly Owned Subsidiary" of any specified Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interest of which (other than directors' qualifying shares) will at that time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

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BOOK-ENTRY; DELIVERY AND FORM

        The certificates representing the notes will be represented by permanent global notes issued in fully registered form without interest coupons (each a "Global Note").

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the outstanding notes at the book-entry transfer facility for purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of outstanding notes being tendered by causing the book-entry transfer facility to transfer such outstanding notes into the exchange agent's account at the book-entry transfer facility in accordance with that book-entry transfer facility's procedures for transfer. However, although delivery of outstanding notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or copy of the letter of transmittal, with any required signature guarantees and any other required documents, must, in any case other than as set forth in the following paragraph, be transmitted to and received by the exchange agent at the address set forth under "Exchange Agent" on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

        The Depository Trust Company's Automated Tender Offer Program is the only method of processing exchange offers through The Depository Trust Company. To accept the exchange offer through the Automated Tender Offer Program, participants in The Depository Trust Company must send electronic instructions to The Depository Trust Company through The Depository Trust Company's communication system instead of sending a signed, hard copy letter of transmittal. The Depository Trust Company is obligated to communicate those electronic instructions to the exchange agent. To tender outstanding notes through the Automated Tender Offer Program, the electronic instructions sent to The Depository Trust Company and transmitted by The Depository Trust Company to the exchange agent must contain the character by which the participant acknowledges its receipt of and agrees to be bound by the letter of transmittal.

The Global Notes

        We expect that pursuant to procedures established by The Depository Trust Company (i) upon the issuance of the Global Notes, The Depository Trust Company or its custodian will credit, on its internal system, the principal amount at maturity of the individual beneficial interests represented by such Global Notes to the respective accounts of persons who have accounts with such depositary and (ii) ownership of beneficial interests in the Global Notes will be shown on, and the transfer of such ownership will be effected only through, records maintained by The Depository Trust Company or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Such accounts initially will be designated by or on behalf of the initial purchasers and ownership of beneficial interests in the Global Notes will be limited to persons who have accounts with The Depository Trust Company ("participants") or persons who hold interests through participants. Holders may hold their interests in the Global Notes directly through The Depository Trust Company if they are participants in such system, or indirectly through organizations which are participants in such system.

        So long as The Depository Trust Company, or its nominee, is the registered owner or holder of the notes, The Depository Trust Company or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Notes for all purposes under the indenture. No beneficial owner of an interest in the Global Notes will be able to transfer that interest except in accordance with The Depository Trust Company's procedures, in addition to those provided for under the indenture with respect to the notes.

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        Payments of the principal of, premium (if any), interest (including additional interest) on, the Global Notes will be made to The Depository Trust Company or its nominee, as the case may be, as the registered owner thereof. None of the company, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.

        We expect that The Depository Trust Company or its nominee, upon receipt of any payment of principal, premium, if any, interest (including additional interest) on the Global Notes, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Notes as shown on the records of The Depository Trust Company or its nominee. We also expect that payments by participants to owners of beneficial interests in the Global Notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

        Transfers between participants in The Depository Trust Company will be effected in the ordinary way through The Depository Trust Company's same-day funds system in accordance with The Depository Trust Company rules and will be settled in same day funds. If a holder requires physical delivery of a Certificated Security for any reason, including to sell notes to persons in states which require physical delivery of the notes, or to pledge such securities, such holder must transfer its interest in a Global Note, in accordance with the normal procedures of The Depository Trust Company and with the procedures set forth in the indenture.

        The Depository Trust Company has advised us that it will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose account the The Depository Trust Company interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the indenture, The Depository Trust Company will exchange the Global Notes for Certificated Securities, which it will distribute to its participants and which will be legended as set forth under the heading "Transfer Restrictions."

        The Depository Trust Company has advised us as follows: The Depository Trust Company is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Depository Trust Company was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to the The Depository Trust Company system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly ("indirect participants").

        Although The Depository Trust Company has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Note among participants of The Depository Trust Company, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by The Depository Trust Company or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

211

Certificated Securities

        Certificated Securities shall be issued in exchange for beneficial interests in the Global Notes (i) if requested by a holder of such interests or (ii) if The Depository Trust Company is at any time unwilling or unable to continue as a depositary for the Global Notes and a successor depositary is not appointed by us within 90 days.

212

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following summary is a general discussion of material U.S. federal income tax considerations to a holder relating to the exchange of the outstanding notes for exchange notes in the exchange offer. This summary is generally limited to holders who hold the outstanding notes as capital assets (i.e., generally as investments) and does not deal with special tax situations including those that may apply to particular holders such as tax-exempt organizations, holders subject to the U.S. federal alternative minimum tax, dealers in securities, commodities or foreign exchange currencies, financial institutions, insurance companies, regulated investment companies, certain former citizens or former long-term residents of the United States, partnerships or other pass-through entities, U.S. holders whose "functional currency" is not the U.S. dollar and persons who hold the notes in connection with a "straddle," "hedging," "conversion" or other risk reduction transaction. This discussion does not address the tax consequences arising under any state, local or foreign law, nor consider the effect of the U.S. federal estate or gift tax laws.

        The U.S. federal income tax considerations set forth below are based upon the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated thereunder, court decisions and rulings and pronouncements of the Internal Revenue Service (the "IRS"), now in effect, all of which are subject to change. Any such change could have retroactive application so as to result in U.S. federal income tax consequences different from those discussed below. No ruling has been or is expected to be sought from the IRS with respect to the U.S. federal income tax consequences to the holders of the notes in the exchange offer. The IRS would not be precluded from taking a contrary position. As a result, the IRS might not agree with the tax consequences described below.

        We believe that the exchange of the outstanding notes for exchange notes in the exchange offer will not constitute an exchange for U.S. federal income tax purposes, and thus will have no U.S. federal income tax consequences to you. The exchange notes received by you will be treated as a continuation of the outstanding notes. For example, there will be no change in your tax basis and the holding period for the exchange notes will be the same as that applicable to the outstanding notes. In addition, the federal income tax consequences of holding and disposing of your exchange notes would be the same as those applicable to your outstanding notes.

The preceding discussion of material U.S. federal income tax considerations is for general information only and is not tax advice. Accordingly, each investor is urged to consult its own tax advisor as to the particular tax consequences to it of exchanging outstanding notes for exchange notes, including the applicability and effect of any state, local or foreign tax laws, and of any proposed changes in applicable law.

213

PLAN OF DISTRIBUTION

        If the exchange offeree is a broker-dealer holding outstanding notes acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act of 1933 in connection with any resale of exchange notes received in respect of such outstanding notes pursuant to this exchange offer. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resales.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. A broker-dealer, by acknowledging that it will deliver and by delivering a prospectus, will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The initial purchasers of the outstanding notes have advised us that following completion of the exchange offer they intend to make a market in the exchange notes to be issued in the exchange offer; however, the initial purchasers are under no obligation to do so and any market activities with respect to the exchange notes may be discontinued at any time.

LEGAL MATTERS

        The validity of the notes offered hereby will be passed upon for Symbion by Waller Lansden Dortch & Davis, LLP, Nashville City Center, 511 Union Street, Suite 2700, Nashville, Tennessee 37219-8966.

EXPERTS

        The consolidated financial statements of Symbion, Inc. at December 31, 2007 and at December 31, 2006 (Predecessor) and for the period from August 24, 2007 to December 31, 2007 and the period from January 1, 2007 to August 23, 2007 (Predecessor) and the years ended December 31, 2006 and 2005 (Predecessor) appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

214

AVAILABLE INFORMATION

        Each registered holder of the outstanding notes will be furnished with a copy of this prospectus and any related amendments or supplements to this prospectus. Each person receiving this prospectus acknowledges that:

        (1)   such person has been afforded an opportunity to request from Symbion, and to review and has received, all additional information considered by it to be necessary to verify the accuracy and completeness of the information herein,

        (2)   such person has not relied on the initial purchasers or any person affiliated with any initial purchaser in connection with its investigation of the accuracy of such information or its investment decision and

        (3)   except as provided pursuant to (1) above, no person has been authorized to give any information or to make any representation concerning the notes offered hereby other than those contained herein and in any pricing term sheet we provide to you, and, if given or made, such other information or representation should not be relied upon as having been authorized by Symbion or the initial purchasers.

        We and our guarantor subsidiaries have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us, our guarantor subsidiaries and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete. We and our guarantor subsidiaries are not currently subject to the informational requirements of the Exchange Act. As a result of the offering of the exchange notes, we and our guarantor subsidiaries will become subject to the informational requirements of the Exchange Act, and, in accordance therewith, will file reports and other information with the SEC. The registration statements, such reports and other information can be inspected and copied at the Public Reference Room of the SEC located at 100 F Street, N.E., Room 1580, Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC's home page on the Internet (http://www.sec.gov).

        We and our guarantor subsidiaries have agreed that even if we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, we will nonetheless file with the SEC and make available to the trustee and to holders of notes the reports specified in "Description of the Exchange Notes—Certain Covenants—Reports and Other Information," subject to the provisions described in that section.

215

SYMBION, INC.

INDEX TO FINANCIAL STATEMENTS

	Page
Condensed Consolidated Balance Sheets as of June 30, 2008 (unaudited) and December 31, 2007	F-2
Condensed Consolidated Statements of Operations for the six months ended June 30, 2008 and June 30, 2007 (Predecessor) (unaudited)	F-3
Condensed Consolidated Statements of Stockholders' Equity as of and for the six months ended June 30, 2008 (unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and June 30, 2007 (Predecessor) (unaudited)	F-5
Notes to Condensed Consolidated Financial Statements (unaudited)	F-6
Report of Independent Registered Public Accounting Firm	F-30
Consolidated Balance Sheets as of December 31, 2007 and 2006 (Predecessor)	F-31
Consolidated Statements of Operations for the periods August 24, 2007 to December 31, 2007, and January 1, 2007 to August 23, 2007 (Predecessor), and the years ended December 31, 2006 (Predecessor) and 2005 (Predecessor)	F-32
Consolidated Statements of Stockholders' Equity for the periods August 24, 2007 to December 31, 2007, and January 1, 2007 to August 23, 2007 (Predecessor), and the years ended December 31, 2006 (Predecessor) and 2005 (Predecessor)	F-33
Consolidated Statements of Cash Flows for the periods August 24, 2007 to December 31, 2007, and January 1, 2007 to August 23, 2007 (Predecessor), and the years ended December 31, 2006 (Predecessor) and 2005 (Predecessor)	F-34
Notes to Consolidated Financial Statements	F-35

F-1

SYMBION, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)

			June 30, 2008			December 31, 2007
			(unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	39,316		$	44,656
	Accounts receivable, less allowance for doubtful accounts of $16,378 and $18,202, respectively			35,917			33,958
	Inventories			8,792			8,479
	Prepaid expenses and other current assets			8,965			14,989
	Income tax receivable			1,253			4,053
	Current assets of discontinued operations			936			1,064
		Total current assets		95,179			107,199
Land				3,684			3,556
Buildings and improvements				46,634			42,097
Furniture and equipment				45,209			39,157
Computers and software				1,800			1,574
				97,327			86,384
Less accumulated depreciation				(10,913	)		(4,890	)
Property and equipment, net				86,414			81,494
Goodwill				554,021			548,136
Investments in and advances to affiliates				20,968			17,082
Other assets				12,594			10,804
Long-term assets of discontinued operations				2,781			4,098
		Total assets	$	771,957		$	768,813
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable		$	4,730		$	5,324
	Accrued payroll and benefits			8,760			7,269
	Other accrued expenses			15,072			14,683
	Deferred income tax payable			—			170
	Current maturities of long-term debt			7,807			8,029
	Current liabilities of discontinued operations			806			1,107
		Total current liabilities		37,175			36,582
Long-term debt, less current maturities				433,891			428,925
Deferred income tax payable				21,883			24,042
Other liabilities				9,262			10,930
Long-term liabilities of discontinued operations				65			146
Minority interests				38,058			34,902
Stockholders' equity:
	Common stock, 1,000 shares, $0.01 par value, authorized at June 30, 2008 and at December 31, 2007; 1,000 shares issued and outstanding at June 30, 2008 and at December 31, 2007			—			—
	Additional paid-in-capital			240,168			238,701
	Accumulated other comprehensive loss			(2,228	)		(2,188	)
	Retained deficit			(6,317	)		(3,227	)
		Total stockholders' equity		231,623			233,286
		Total liabilities and stockholders' equity	$	771,957		$	768,813

F-2

SYMBION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands)

(unaudited)

			Three Months Ended June 30,						Six Months Ended June 30,
			2008			2007			2008			2007
						(Predecessor)						(Predecessor)
Revenues			$	84,361		$	76,670		$	163,614		$	153,890
Operating expenses:
	Salaries and benefits			22,558			20,289			44,435			41,127
	Supplies			16,850			15,350			33,002			30,296
	Professional and medical fees			4,525			4,703			9,141			9,402
	Rent and lease expense			5,608			4,711			11,043			9,401
	Other operating expenses			6,470			5,950			12,770			11,728
		Cost of revenues		56,011			51,003			110,391			101,954
	General and administrative expense			5,940			5,957			12,639			12,022
	Depreciation and amortization			3,706			2,904			7,222			6,001
	Provision for doubtful accounts			1,049			1,300			1,176			2,195
	Income on equity investments			(517	)		(236	)		(701	)		(199	)
	Loss on disposal of long-lived assets			279			229			473			245
	Gain on sale of long-lived assets			(510	)		(478	)		(668	)		(506	)
	Proceeds from insurance settlement, net			—			—			—			(161	)
	Merger transaction expenses			—			1,262			—			1,650
		Total operating expenses		65,958			61,941			130,532			123,201
Operating income				18,403			14,729			33,082			30,689
Minority interests in income of consolidated subsidiaries				(6,956	)		(6,020	)		(12,845	)		(12,753	)
Interest expense, net				(11,120	)		(1,959	)		(21,204	)		(3,926	)
Income (loss) before income taxes and discontinued operations				327			6,750			(967	)		14,010
Provision for income taxes				529			2,832			118			5,663
(Loss) income from continuing operations				(202	)		3,918			(1,085	)		8,347
(Loss) income from discontinued operations, net of taxes				(1,809	)		25			(2,005	)		(374	)
Net (loss) income			$	(2,011	)	$	3,943		$	(3,090	)	$	7,973

F-3

SYMBION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(dollars in thousands, except per share amounts)

(unaudited)

	Symbion, Inc. Common Stock
							Accumulated Other Comprehensive Income
					Additional Paid-in Capital					Retained Earnings			Total Stockholders' Equity
	Shares		Amount
Balance at December 31, 2007		1,000	$	—	$	238,701	$	(2,188	)	$	(3,227	)	$	233,286
Amortized compensation expense related to stock options		—		—		1,467		—			—			1,467
Unrealized loss on interest rate swap, net of taxes		—		—		—		(40	)		—			(40	)
Net loss, January 1, 2008 through June 30, 2008		—		—		—		—			(3,090	)		(3,090	)
Balance at June 30, 2008		1,000	$	—	$	240,168	$	(2,228	)	$	(6,317	)	$	231,623

F-4

SYMBION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(unaudited)

			Six Months Ended June 30,
			2008			2007
						(Predecessor)
Cash flows from operating activities:
Net (loss) income			$	(3,090	)	$	7,973
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
	Depreciation and amortization			7,222			6,001
	Amortization of deferred financing costs			3,466			250
	Non-cash payment-in-kind interest option			4,937			—
	Non-cash stock option compensation expense			1,467			1,787
	Non-cash gains			(175	)		(289	)
	Minority interests			12,845			12,753
	Deferred income taxes			(2,329	)		3,266
	Distributions to minority partners			(10,580	)		(12,600	)
	Equity in earnings of unconsolidated affiliates, net of distributions received			249			655
	Provision for doubtful accounts			1,176			2,195
	Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
		Accounts receivable		(2,325	)		(1,309	)
		Income tax receivable		2,808			—
		Other assets and liabilities		5,872			(6,223	)
Net cash provided by operating activities—continuing operations				21,543			14,459
Net cash provided by operating activities—discontinued operations				1,710			301
Net cash provided by operating activities				23,253			14,760
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired				(12,468	)		—
Purchases of property and equipment, net				(7,052	)		(5,189	)
Change in other assets				1,801			1,010
Net cash used in investing activities—continuing operations				(17,719	)		(4,179	)
Net cash used in investing activities—discontinued operations				(259	)		(28	)
Net cash used in investing activities				(17,978	)		(4,207	)
Cash flows from financing activities:
Principal payments on long-term debt				(14,498	)		(27,179	)
Repayment of bridge facility				(179,937	)		—
Payment of debt issuance costs				(4,739	)		(48	)
Proceeds from issuance of Toggle Notes				179,937			—
Proceeds from debt issuances				8,669			15,511
Proceeds from capital contributions by minority partners				—			1,488
Proceeds from sale of units				219			—
Other financing activity				—			781
Change in other long-term liabilities				(657	)		—
Net cash used in financing activities—continuing operations				(11,006	)		(9,447	)
Net cash provided by (used in) financing activities—discontinued operations				391			(28	)
Net cash used in financing activities				(10,615	)		(9,475	)
Net (decrease) increase in cash and cash equivalents				(5,340	)		1,078
Cash and cash equivalents at beginning of period				44,656			26,909
Cash and cash equivalents at end of period			$	39,316		$	27,987

F-5

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited)

1. Organization

        The Company, through its wholly-owned subsidiaries, owns interests in partnerships and limited liability companies that own and operate a national network of short stay surgical facilities in joint-ownership with physicians and physician groups, hospitals and hospital systems. As of June 30, 2008, the Company owned and operated 59 surgical facilities, including 56 ambulatory surgery centers and three surgical hospitals, and managed eight additional ambulatory surgery centers and two physician networks. The Company owns a majority ownership interest in 40 of its 59 surgical facilities and consolidates 49 of these surgical facilities for financial reporting purposes, of which 47 are included in continuing operations.

        As further described in the Company's audited condensed consolidated financial statements for the year ended December 31, 2007, the Company was acquired by an investment group led by an affiliate of Crestview Partners, L.P. ("Crestview"). As a result of this merger (the "Merger"), the Company no longer has publicly traded equity securities. The Company is a wholly owned subsidiary of Symbion Holdings ("Parent"), which is owned by an investor group that includes affiliates of Crestview Partners, L.P., members of the Company's management and other investors. The Company's financial position and the results of operations prior to the merger are presented separately in the consolidated financial statements as "Predecessor" financial statements. Due to the merger, which substantially increased the Company's debt and interest expense, and to the revaluation of assets and liabilities as a result of purchase accounting associated with the merger, the pre-merger financial statements are not comparable with those after the merger. The Company is currently in the process of obtaining valuations of the acquired tangible and intangible assets and, accordingly, the initial purchase price allocation is preliminary and subject to change.

2. Significant Accounting Policies and Practices

Basis of Presentation and Use of Estimates

        The Company maintains its books and records on the accrual basis of accounting, and the accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with the Company's December 31, 2007 audited consolidated financial statements. It is management's opinion that the accompanying condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the results for the periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year.

        The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying unaudited condensed consolidated financial statements and notes. Examples include, but are not limited to, estimates of accounts receivable allowances, professional and general liabilities and the estimate of deferred tax assets or liabilities. In the opinion of management, all adjustments considered necessary for a fair

F-6

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

2. Significant Accounting Policies and Practices (Continued)

presentation have been included. All adjustments are of a normal, recurring nature. Actual results could differ from those estimates.

Principles of Consolidation

        The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as interests in partnerships and limited liability companies controlled by the Company through ownership of a majority voting interest or other rights granted to the Company by contract to manage and control the affiliate's business. The physician limited partners and physician minority members of the entities that the Company controls are responsible for the supervision and delivery of medical services. The governance rights of limited partners and minority members are restricted to those that protect their financial interests. Under certain partnership and operating agreements governing these partnerships and limited liability companies, the Company could be removed as the sole general partner or managing member for certain events such as material breach of the partnership or operating agreement, gross negligence or bankruptcy. These protective rights do not preclude consolidation of the respective partnerships and limited liability companies. The condensed consolidated financial statements include the accounts of variable interest entities in which the Company is the primary beneficiary. The variable interest entities are surgical facilities located in the states of Florida and New York. The accompanying condensed consolidated balance sheets as of June 30, 2008 and December 31, 2007 include assets of $16.8 million and $14.1 million, respectively, and liabilities of $7.0 million and $3.9 million, respectively, related to the variable interest entities. All significant intercompany balances and transactions are eliminated in consolidation.

Fair Value of Financial Instruments

        In estimating fair value disclosures for cash, accounts receivable and accounts payable, the carrying amounts reported in the accompanying condensed consolidated balance sheets approximate fair value because of their short-term nature. For long-term debt and capitalized leases, the carrying amounts reported in the accompanying condensed consolidated balance sheets approximate fair value based upon the borrowing rates available to the Company.

Accounts Receivable

        Accounts receivable consist of receivables from federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies, employers and patients. The Company recognizes that revenues and receivables from government agencies are significant to its operations, but it does not believe that there are significant credit risks associated with these government agencies. Concentration of credit risk with respect to other payors is limited because of the large number of such payors. Accounts receivable are recorded net of contractual adjustments and allowances for doubtful accounts to reflect accounts receivable at net realizable value. The

F-7

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

2. Significant Accounting Policies and Practices (Continued)

Company does not require collateral for private pay patients. Accounts receivable at June 30, 2008 and December 31, 2007 were as follows (in thousands):

		June 30, 2008		December 31, 2007
Surgical facilities		$	35,206	$	33,083
Physician networks			711		875
	Total	$	35,917	$	33,958

        The following table sets forth by type of payor the percentage of the Company's accounts receivable for consolidated surgical facilities as of June 30, 2008 and December 31, 2007:

		June 30, 2008		December 31, 2007
Payor:
Private insurance			55%		60%
Government			18		12
Self-pay			16		19
Other			11		9
	Total		100%		100%

        The Company's policy is to review the standard aging schedule, by surgical facility, to determine the appropriate provision for doubtful accounts. This review is supported by an analysis of the actual net revenues, contractual adjustments and cash collections received. If the Company's internal collection efforts are unsuccessful, the Company manually reviews the patient accounts. An account is written off only after the Company has pursued collection with legal or collection agency assistance or otherwise deemed an account to be uncollectible.

Goodwill and Intangible Assets

        Changes in the carrying amount of goodwill are as follows (in thousands):

Balance at December 31, 2007	$	548,136
Purchase price allocations	$	6,201
Disposals		(316	)
Balance June 30, 2008	$	554,021

        The purchase price allocations of $6.2 million relate to the Company's purchase of ownership interests in various surgical facilities during the six months ended June 30, 2008 as well as a reduction of goodwill of $2.1 million related to the Merger, due to the adjustment of the deferred rent liability, as of the date of the acquisition. Disposals of goodwill relates to the Company's sale of its interest in one surgery center during the second quarter of 2008.

F-8

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

2. Significant Accounting Policies and Practices (Continued)

Comprehensive Income

        The Company reports other comprehensive income as a measure of changes in stockholders' equity that result from recognized transactions. Other comprehensive income of the Company results from adjustments due to the fluctuation of the value of the Company's interest rate swap accounted for under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended ("SFAS No. 133"). The Company entered into an interest rate swap agreement on October 31, 2007. The value of the interest rate swap was recorded as a long-term liability of $4.1 million at June 30, 2008. The Company records the value of the interest rate swap of $2.5 million, net of tax benefit of approximately $1.6 million, as accumulated other comprehensive income in the accompanying condensed consolidated balance sheets as of June 30, 2008. See Note 5 for further discussion of the Company's interest rate swap.

Revenues

        Revenues by service type consist of the following for the periods indicated (in thousands):

		Three Months Ended June 30,				Six Months Ended June 30,
		2008		2007		2008		2007
				(Predecessor)				(Predecessor)
Patient service revenues		$	80,170	$	72,818	$	155,524	$	146,242
Physician service revenues			1,611		1,315		3,225		2,645
Other service revenues			2,580		2,537		4,865		5,003
	Total revenues	$	84,361	$	76,670	$	163,614	$	153,890

        The following table sets forth by type of payor the percentage of the Company's patient service revenues generated for the periods indicated (in thousands):

		Three Months Ended June 30,						Six Months Ended June 30,
		2008			2007			2008			2007
					(Predecessor)						(Predecessor)
Payor
Private Insurance			72	%		73	%		72	%		74	%
Government			22			21			22			21
Self-pay			4			4			4			4
Other			2			2			2			1
	Total		100	%		100	%		100	%		100	%

F-9

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

2. Significant Accounting Policies and Practices (Continued)

Reclassifications

        Certain reclassifications have been made to the comparative period's financial statements to conform to the 2008 presentation. The reclassifications had no impact on the Company's financial position or results of operations.

3. Acquisitions and Equity Method Investments

        Effective February 21, 2008, the Company acquired ownership in five surgical facilities specializing in spine, orthopedic and pain management procedures located in Boulder, Colorado; Honolulu, Hawaii; Bristol and Nashville, Tennessee; and Seattle, Washington for an aggregate of $5.8 million of cash plus the assumption of $4.7 million of debt and contingent consideration of up to $3.0 million subject to earn out provisions based on EBITDA for the year ending December 31, 2008. The Company acquired an ownership ranging from 20.0% to 50.0% in these surgical facilities. Three of these facilities are consolidated for financial reporting purposes.

        These acquisitions were accounted for under the purchase method of accounting, and accordingly, the results of operations of the acquired businesses are included in the accompanying consolidated financial statements from their respective dates of acquisitions. These acquisitions placed the Company in new markets or expanded the Company's presence in current markets.

        The Company also engages in investing transactions that are not business combinations. These transactions primarily consist of acquisitions and sales of non-controlling equity interests in surgical facilities and the investment of additional cash in surgical facilities under development. Effective May 31, 2008, the Company acquired additional management rights and an incremental ownership of 16.7% in its surgical facility located in Irvine, California for $3.1 million and additional management rights and an incremental ownership of 18.0% in our surgical facility located in Arcadia, California for $304,000. Prior to the acquisitions, the Company owned 15.33% of the Irvine, California surgical facility and 19.18% of the Arcadia, California surgical facility.

        Effective January 1, 2008, the Company acquired an incremental ownership in three of its existing surgical facilities located in California. The Company acquired an incremental ownership of 10.7% in two surgical facilities located in Beverly Hills, California for an aggregate of $2.5 million and a 6.4% incremental ownership in a surgical facility located in Encino, California for $2.0 million. Prior to the acquisition, the Company owned 55.1% and 57.0% of the two Beverly Hills, California surgical facilities and 55.5% of the Encino, California surgical facility.

        The following table summarizes the allocation of the aggregate purchase price of acquisitions recorded using the purchase method of accounting for the six months ended June 30, 2008:

Fair value of assets acquired	$	7,171
Liabilities assumed		(4,580	)
Net assets acquired	$	2,591

F-10

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

3. Acquisitions and Equity Method Investments (Continued)

        Following are the unaudited pro forma results for the three and six months ended June 30, 2008 as if the acquisitions had occurred on January 1, 2008 (in thousands):

	Three Months Ended June 30, 2008			Six Months Ended June 30, 2008
Net revenues	$	85,430		$	164,683
Net loss	$	(1,940	)	$	(3,019	)

        The Company has invested in 10 surgical facilities in which it has significant influence, but does not have control. These facilities are accounted for using the equity method. Summarized financial information for the Company's equity method investees on a combined basis was as follows for the periods presented (amounts reflect 100% of the investees' results on an aggregated basis):

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008		2007
				(Predecessor)					(Predecessor)
Results of Equity Investees
Unconsolidated facilities operated at period end		10			6			10		6
Net revenues	$	15,999		$	10,363		$	32,323	$	18,914
Operating income (loss)	$	1,578		$	464		$	3,065	$	(266	)
Net (loss) income from continuing operations	$	(93	)	$	(109	)	$	223	$	(1,423	)

4. Discontinued Operations

        During the first quarter of 2007, the Company committed to a plan to divest its interest in three ambulatory surgery centers and one diagnostic center. During the second quarter of 2008, the Company sold its interest in one ambulatory surgery center located in Savannah, Georgia for net proceeds of $460,000. The Company recognized a loss on the sale of $1.5 million during the quarter that is included in earnings from discontinued operations. In the second quarter of 2007, the Company sold the diagnostic center. The results of operations in these centers, as well as the diagnostic center the Company divested during 2007 are presented net of income taxes in the accompanying consolidated financial statements as discontinued operations in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The accompanying condensed consolidated financial statements have been reclassified to conform to this presentation for all periods presented. These required reclassifications of prior period consolidated financial statements did not impact total assets, liabilities, stockholders' equity, net income or cash flows. Revenues, the loss on operations before income taxes, income tax benefit, and the loss from discontinued operations, net of tax, for the three

F-11

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

4. Discontinued Operations (Continued)

and six months ended June 30, 2008 and 2007 related to discontinued operations were as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
				(Predecessor)						(Predecessor)
Discontinued Operations
Total Revenue	$	2,073		$	3,040		$	3,943		$	5,870
Loss on operations, before tax	$	(316	)	$	(202	)	$	(781	)	$	(856	)
Income tax expense (benefit)	$	(99	)	$	(95	)	$	(170	)	$	(350	)
(Loss) gain on sale, net of tax	$	(1,394	)	$	132		$	(1,394	)	$	132
(Loss) income from discontinued operations, net of tax	$	(1,809	)	$	25		$	(2,005	)	$	(374	)

        In March 2008, the Company sold its investment in one surgical facility which was not included in discontinued operations for a net loss of $74,000. This surgical facility was accounted for as an investment under the equity method. The Company will provide consulting services to this surgical facility through 2010.

5. Long-Term Debt

        The Company's long-term debt is summarized as follows (in thousands):

	June 30, 2008			December 31, 2007
Senior secured credit facility	$	237,125		$	249,375
Senior PIK toggle notes		179,937			—
Bridge facility		—			175,000
Notes payable to banks		16,705			8,817
Secured term loans		3,646			504
Capital lease obligations		4,285			3,258
		441,698			436,954
Less current maturities		(7,807	)		(8,029	)
	$	433,891		$	428,925

Senior Secured Credit Facility

        On August 23, 2007, the Company entered into a new $350.0 million senior secured credit facility with a syndicate of banks. The senior secured credit facility extends credit in the form of two term loans of $125.0 million each (the first, the Tranche A Term Loan and the second, the Tranche B Term Loan) and a $100.0 million revolving, swingline and letter of credit facility (the "Revolving Facility"). The swingline facility is limited to $10.0 million and the swingline loans are available on a same-day

F-12

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

5. Long-Term Debt (Continued)

basis. The letter of credit facility is limited to $10.0 million. The Company is the borrower under the senior secured credit facility, and all of its wholly-owned subsidiaries are guarantors. Under the terms of the senior secured credit facility, entities that become wholly-owned subsidiaries must also guarantee the debt.

        The Tranche A Term Loan matures on August 23, 2013, the Tranche B Term Loan matures on August 23, 2014 and the Revolving Facility matures on August 23, 2013. The Tranche A Term Loan requires quarterly principal payments of $312,500 through September 30, 2009, quarterly payments of $1.6 million from December 31, 2009 through September 30, 2010, quarterly payments of $4.7 million from December 31, 2010 through September 30, 2011, quarterly payments of $6.3 million from December 31, 2011 through September 30, 2012, quarterly payments of $18.1 million from December 31, 2012 through June 30, 2013 and a balloon payment of $12.6 million on August 23, 2013. The Tranche B Term Loan requires quarterly principal payments of $312,500 through June 30, 2014 and a balloon payment of $111.1 million on August 23, 2014.

        At the Company's option, the term loans bear interest at the lender's alternate base rate in affect on the applicable borrowing date plus an applicable alternate base rate margin, or Eurodollar rate in effect on the applicable borrowing date, plus an applicable Eurodollar rate margin. Both the applicable alternate base rate margin and applicable Eurodollar rate margin will vary depending upon the ratio of the Company's total indebtedness to consolidated EBITDA.

        The senior secured credit facility permits the Company to declare and pay dividends only in additional shares of its stock except for the following exceptions. Restricted Subsidiaries, as defined in the credit agreement, may declare and pay dividends ratably with respect to their capital stock. The Company may declare and pay cash dividends or make other distributions to Holdings provided the proceeds are used by Holdings to (i) purchase or redeem equity interest of Holdings acquired by former or current employees, consultants or directors of Holdings, the Company or any Restricted Subsidiary or (ii) pay principal or interest on promissory notes that were issued in lieu of cash payments for the repurchase or redemption of such Equity Instruments, provided that the aggregate amount of such dividends or other distributions shall not exceed $3.0 million in any fiscal year. Any unused amounts that are permitted to be paid under this provision are available to be carried over to subsequent fiscal years provided that certain conditions are met. The Company may also make payments to Holdings to pay franchise taxes and other fees required to maintain its corporate existence provided such payments do not exceed $3.0 million in any calendar year and also make payments in the amount necessary to enable Holdings to pay income taxes directly attributable to the operations of the Company and to make $1.0 million in annual advisory and management agreement payments. The Company may also make additional payments to Holdings in the aggregate amount of $5.0 million throughout the term of the senior secured credit facility.

        As of June 30, 2008, the amount outstanding under the senior secured credit facility was $237.1 million with an interest rate on the borrowings ranging from 5.95% to 7.95%. The $100.0 million revolving facility includes a non-use fee of 0.5% of the portion of the facility not used. The Company pays this fee quarterly. As of June 30, 2008, the amount available under the Revolving Facility was $100.0 million.

F-13

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

5. Long-Term Debt (Continued)

Interest Rate Swap

        In October 2007, the Company entered into an interest rate swap agreement to protect the Company against certain interest rate fluctuations of the LIBOR rate on $150.0 million of the Company's variable rate debt under the senior secured credit facility, with Merrill Lynch as counterparty. The effective date of the interest rate swap was October 31, 2007, and it is scheduled to expire on October 31, 2010. The interest rate swap effectively fixes the Company's LIBOR interest rate on the $150.0 million of variable debt at a rate of 4.7% and is being accounted for as a cash flow hedge.

        On January 1, 2008, the Company adopted the provisions of FASB Statement No. 157, Fair Value Measurements ("SFAS No. 157"), with respect to the valuation of its interest rate swap agreement. The Company did not adopt the provisions of SFAS No. 157 as it relates to nonfinancial assets pursuant to FSP FAS 157-2, Effective Date of FASB Statement No. 157. SFAS No. 157 clarifies how companies are required to use a fair value measure for recognition and disclosure by establishing a common definition of fair value, a framework for measuring fair value, and expanding disclosures about fair value measurements. The adoption of SFAS No. 157 did not have a material impact on the Company's results of operations or financial position.

        SFAS No. 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

        The Company determines the fair value of its interest rate swap based on the amount at which it could be settled, which is referred to in SFAS No. 157 as the exit price. This price is based upon observable market assumptions and appropriate valuation adjustments for credit risk. The Company has categorized its interest rate swap as Level 2 under SFAS No. 157.

        The interest rate swap agreement exposes the Company to credit risk in the event of non-performance by Merrill Lynch. However, the Company does not anticipate non-performance by Merrill Lynch. The Company does not hold or issue derivative financial instruments for trading purposes. The fair value of the Company's interest rate swap at June 30, 2008 and December 31, 2007 reflected a liability of approximately $4.1 million and $3.6 million, respectively, and is included in other liabilities in the accompanying condensed consolidated balance sheets. The interest rate swap reflects a liability balance as of December 31, 2007 and June 30, 2008 because of decreases in market interest rates since inception. If the Company materially modifies its interest rate swap agreement or its senior secured credit facility, the Company could be required to record the fair value of the interest rate swap into its statement of operations. However, at this time, the Company does not intend to materially modify its interest rate swap or senior secured credit facility.

        The Company has designated the interest rate swap as a cash flow hedge instrument. The Company assesses the effectiveness of this cash flow hedge instrument on a quarterly basis. The Company completed its quarterly assessment of the cash flow hedge instrument at June 30, 2008, and

F-14

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

5. Long-Term Debt (Continued)

determined the hedge to be effective in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133").

Bridge Facility

        The Company entered into an interim $175.0 million bridge loan credit agreement on August 23, 2007. The loan was to mature on August 23, 2008 and bear interest at the bank's base rate plus a margin of 3.0% or the Eurodollar rate plus an initial margin of 4.0%. The margin increased by 0.5% per annum at the end of the interest period ending February 23, 2008. All of the Company's wholly-owned subsidiaries were guarantors of the bridge facility. During the six months ended June 30, 2008, prior to the retirement of the bridge facility, the Company elected to increase the principal amount of the bridge facility in lieu of making scheduled interest payments of $4.9 million. As a result of this election, the interest rate increased by 75 basis points for those interest periods. On June 3, 2008, the Company repaid the $179.9 million bridge facility with proceeds from the sale of the Toggle Notes (as defined below).

Senior PIK Toggle Notes

        Effective May 22, 2008, the Company issued $179.9 million of 11.0%/11.75% senior PIK Toggle Notes ("Toggle Notes") due 2015. Interest on the Toggle Notes is due February 23 and August 23 of each year, beginning August 23, 2008. The Toggle Notes will mature on August 23, 2015. For any interest period through August 23, 2011, the Company may elect to pay interest on the Toggle Notes (i) in cash, (ii) in kind, by increasing the principal amount of the notes or issuing new notes (referred to as "PIK interest") for the entire amount of the interest payment or (iii) by paying interest on 50% of the principal amount of the Toggle Notes in cash and 50% in PIK interest. Cash interest on the Toggle Notes will accrue at the rate of 11.0% per annum. PIK interest on the Toggle Notes will accrue at the rate of 11.75% per annum. The proceeds from the issuance of the Toggle Notes were used exclusively to repay the bridge facility. During the second quarter of 2008, prior to repayment of the bridge facility, the Company elected to exercise the PIK option by increasing the principal amount of the bridge facility in lieu of making scheduled interest payments of $2.4 million. The Company elected the PIK option for the initial interest payment of approximately $4.8 million on the Toggle Notes due August 23, 2008.

        The Toggle Notes are unsecured senior obligations and rank equally with other existing and future senior indebtedness, senior to all future subordinated indebtedness and effectively junior to all secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Company's wholly-owned subsidiaries have guaranteed the Toggle Notes on a senior basis, as required by the indenture. The indenture also requires that the Company's future wholly-owned subsidiaries guarantee the Toggle Notes on a senior basis. Each guarantee is unsecured and ranks equally with senior indebtedness of the guarantor, senior to all of the guarantor's subordinated indebtedness and effectively junior to its secured indebtedness to the extent of the value of the collateral securing such indebtedness.

F-15

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

5. Long-Term Debt (Continued)

        The indenture governing the Toggle Notes contains various restrictive covenants, including financial covenants that limit the Company's ability and the ability of the subsidiaries to borrow money or guarantee other indebtedness, grant liens, make investments, sell assets, pay dividends or engage in transactions with affiliates.

        At June 30, 2008, the Company was in compliance with all material covenants required by each long-term debt agreement.

Notes Payable to Banks

        Certain subsidiaries of the Company have outstanding bank indebtedness at June 30, 2008 and December 31, 2007 of $16.7 million and $9.4 million, respectively, which is collateralized by the real estate and equipment owned by the surgical facilities to which the loans were made. The various bank indebtedness agreements contain covenants to maintain certain financial ratios and also restrict encumbrance of assets, creation of indebtedness, investing activities and payment of distributions.

Capital Lease Obligations

        The Company is liable to various vendors for several equipment leases. The outstanding balance related to these capital leases at June 30, 2008 and December 31, 2007 was $4.3 million and $3.3 million, respectively. The leases have interest rates ranging from 3% to 17% per annum.

6. Stock Options

Overall Description

        The Company follows the guidance of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, SFAS No. 123(R) in accounting for equity-based compensation. Under SFAS No. 123(R), the fair value of equity-based compensation, such as stock options and other stock-based awards to employees and directors, is measured at the date of grant and recognized as expense over the recipient's requisite service period.

        The Predecessor used the modified prospective method of adoption, and the Company uses the Black-Scholes option pricing model to value any options awarded subsequent to adoption of SFAS No. 123(R). Under the modified prospective method, compensation cost is recognized under SFAS No. 123(R) for all share-based payments granted or modified after January 1, 2006, but is based on the requirements of SFAS No. 123, "Accounting for Stock-Based Compensation," for all unvested awards granted prior to the effective date of SFAS No. 123(R). The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. All option pricing models require the input of highly subjective assumptions including the expected stock price volatility and the expected exercise patterns of the option holders.

        The Company is a participant in the Symbion Holdings Corporation 2007 Equity Incentive Plan (the "2007 Plan"). In connection with the Merger, certain members of Predecessor's management rolled over 974,396 predecessor options into the 2007 Plan. The rollover options were exchanged for 611,799 options under the 2007 Plan. The Company's stock option compensation expense estimate can

F-16

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

6. Stock Options (Continued)

vary in the future depending on many factors, including levels of options and awards granted in the future, forfeitures and when option or award holders exercise these awards and depending on whether performance targets are met and a liquidity event occurs.

        On August 31, 2007, Holdings granted 1,302,317 time-vested options and 1,606,535 performance vested options to certain employees of the Company. The maximum contractual term of the options is ten years or earlier if the employee terminates employment before that time. The time-vested options vest over a five-year period with 20% of the options vesting each year. The Company's policy is to recognize compensation expense over the straight line method. The performance vested options shall vest and become exercisable upon a liquidity event and the obtainment of internal rate of return targets as defined in the 2007 Plan. In accordance with SFAS No. 123(R), no expense has been recorded in the statement of operations for the performance based shares as the conditions for vesting are not probable.

        As a result of the Merger, all of the Company's restricted stock awards, except as otherwise agreed to by the holders and the Company, and all of its stock options were immediately vested. Awards not vested were cancelled immediately prior to the merger. Accordingly, the Successor's equity-based compensation consists entirely of equity instruments granted after the merger.

        During the six months ended June 30, 2008, 84,932 options were granted to certain employees of the Company. The estimated weighted average fair value of the time-vested options granted during the six months ended June 30, 2008 was $4.78 and those granted during the period August 23, 2007 to December 31, 2007 (the "Successor Period of 2007") was $4.91, determined using the Black-Scholes option pricing model with the following assumptions: weighted average dividend yield based on historic dividend rates at the date of the grant which was deemed to be zero, weighted average volatility of 42% for the options issued during the six months ending June 30, 2008 as well as the options valued in the Successor period of 2007, and a weighted average risk free interest rate of 4.4% for both periods based on the implied yield on the United States Treasury zero-coupon issues with an expected life of 6.5 years. The Company used an expected forfeiture rate of approximately 4% for both the options valued during 2008 and the options granted during the Successor period of 2007.

        The Company recognized $1.5 million and $1.8 of non-cash stock based compensation expense in the six months ended June 30, 2008 and 2007, respectively. As of June 30, 2008, there was approximately $4.6 million of total unrecognized compensation expense related to unvested options granted under the option plan. This cost is expected to be fully recognized by the end of 2012.

7. Recently Issued Accounting Pronouncements

        In December 2007, the FASB issued SFAS No. 141(R), Business Combinations ("SFAS No. 141(R)"). SFAS No. 141(R) retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in the purchase accounting as well as requiring the expensing of acquisition-related costs as incurred. Furthermore, SFAS No. 141(R) provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS

F-17

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

7. Recently Issued Accounting Pronouncements (Continued)

No. 141(R) is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company is evaluating the impact that SFAS No. 141(R) will have on its results of operations or financial position.

        In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements—An Amendment of ARB No. 51 ("SFAS No. 160"). SFAS No. 160 amends Accounting Research Bulletin ("ARB") No. 51, Consolidated Financial Statements ("ARB No. 51") to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Additionally, SFAS No. 160 changes the method by which the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest.

        SFAS No. 160 requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent's owners and the interests of the non-controlling owners of a subsidiary, including a reconciliation of the beginning and ending balances of the equity attributable to the parent and the non-controlling owners and a schedule showing the effects of changes in a parent's ownership interest in a subsidiary on the equity attributable to the parent. SFAS No. 160 does not change ARB No. 51's provisions related to consolidation purposes or consolidation policy, or the requirement that a parent consolidate all entities in which it has a controlling financial interest. SFAS No. 160 does, however, amend certain of ARB No. 51's consolidation procedures to make them consistent with the requirements of SFAS No. 141(R) as well as to provide definitions for certain terms and to clarify some terminology. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. SFAS No. 160 must be applied prospectively as of the beginning of the fiscal year in which it is initially applied, except for the presentation and disclosure requirements, which must be applied retrospectively for all periods presented. The Company is evaluating the impact that SFAS No. 160 will have on its results of operations or financial position.

        In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 requires enhanced disclosures about an entity's derivative instruments and hedging activities including: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations; and (3) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with earlier application encouraged. The Company is evaluating the impact that SFAS No. 161 will have on its results of operations or financial position.

        In April 2008, the FASB issued FASB Staff Position (FSP) No. 142-3, Determination of the Useful Life of Intangible Assets, FSP 142-3 amends the factors that should be considered in determining the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. The intent of FSP 142-3 is to improve consistency between the useful life of a recognized intangible

F-18

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

7. Recently Issued Accounting Pronouncements (Continued)

asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R) Business Combinations, and other U.S. generally accepted accounting principles. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The adoption of FSP 142-3 is not expected to have a material impact on the Company's consolidated results of operations or financial position.

        In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles. The guidance in SFAS 162 replaces that prescribed in Statement on Auditing Standards No. 69, The Meaning of Presented Fairly in Conformity With Generally Accepted Accounting Principles, and becomes effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board's auditing amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles, The adoption of the SFAS 162 will not have an impact on the Company's consolidated results of operations or financial position.

8. Commitments and Contingencies

Debt and Lease Guaranty on Non-consolidated Entities

        The Company has guaranteed $2.7 million of operating lease payments of certain surgical facilities. These operating leases typically have 10 year terms, with optional renewal periods. As of June 30, 2008, the Company has also guaranteed $2.6 million of debt of five non-consolidating surgical facilities. In the event that the Company meets certain financial and debt service benchmarks, the guarantees at these surgical facilities will expire between 2010 and 2012.

Professional, General and Workers' Compensation Liability Risks

        The Company is subject to claims and legal actions in the ordinary course of business, including claims relating to patient treatment, employment practices and personal injuries. To cover these claims, the Company maintains general liability and professional liability insurance in excess of self-insured retentions through a third party commercial insurance carrier in amounts that management believes is sufficient for the Company's operations, although, potentially, some claims may exceed the scope of coverage in effect. This insurance coverage is on a claims-made basis. Plaintiffs in these matters may request punitive or other damages that may not be covered by insurance. The Company is not aware of any such proceedings that would have a material adverse effect on the Company's business, financial condition or results of operations. The Company expenses the costs under the self-insured retention exposure for general and professional liability claims which relate to (i) deductibles on claims made during the policy period, and (ii) an estimate of claims incurred but not yet reported that are expected to be reported after the policy period expires. Reserves and provisions for professional liability are based upon actuarially determined estimates. The reserves are estimated using individual case-basis valuations and actuarial analysis. Based on historical results and data currently available, management

F-19

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

8. Commitments and Contingencies (Continued)

does not believe a change in one or more of these assumptions will have a material impact on the Company's consolidated financial position or results of operations.

Laws and Regulations

        Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from the Medicare, Medicaid and other federal health care programs. From time to time, governmental regulatory agencies will conduct inquiries of the Company's practices. It is the Company's current practice and future intent to cooperate fully with such inquiries. The Company is not aware of any such inquiry that would have a material adverse effect on the Company's consolidated financial position or results of operations.

Acquired Facilities

        The Company, through its wholly-owned subsidiaries or controlled partnerships and limited liability companies, has acquired and will continue to acquire surgical and diagnostic facilities with prior operating histories. Such facilities may have unknown or contingent liabilities, including liabilities for failure to comply with health care laws and regulations, such as billing and reimbursement, fraud and abuse and similar anti-referral laws. Although the Company attempts to assure itself that no such liabilities exist and obtains indemnification from prospective sellers covering such matters and institutes policies designed to conform centers to its standards following completion of acquisitions, there can be no assurance that the Company will not become liable for past activities that may later be asserted to be improper by private plaintiffs or government agencies. There can be no assurance that any such matter will be covered by indemnification or, if covered, that the liability sustained will not exceed contractual limits or the financial capacity of the indemnifying party.

        The Company cannot predict whether federal or state statutory or regulatory provisions will be enacted that would prohibit or otherwise regulate relationships which the Company has established or may establish with other health care providers or have materially adverse effects on its business or revenues arising from such future actions. The Company believes, however, that it will be able to adjust its operations so as to be in compliance with any regulatory or statutory provision as may be applicable.

Potential Physician Investor Liability

        A majority of the physician investors in the partnerships and limited liability companies which operate the Company's surgical facilities carry general and professional liability insurance on a claims-made basis. Each investee may, however, be liable for damages to persons or property arising from occurrences at the surgical facilities. Although the various physician investors and other surgeons generally are required to obtain general and professional liability insurance with tail coverage, such individual may not be able to obtain coverage in amounts sufficient to cover all potential liability. Since most insurance policies contain exclusions, the physician investor will not be insured against all possible occurrences. In the event of an uninsured or underinsured loss, the value of an investment in the

F-20

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

8. Commitments and Contingencies (Continued)

partnership interests or limited liability company membership units and the amount of distributions could be adversely affected.

9. Related Party Transactions

        In addition to related party transactions discussed elsewhere in the notes to the accompanying unaudited condensed consolidated financial statements, the unaudited condensed consolidated financial statements include the following related party transactions. On August 23, 2007, the Company entered into a ten year advisory services and management agreement with Crestview Advisors, L.L.C. The annual management fee is $1.0 million and is payable on August 23 of each year. For the six months ended June 30, 2008, expense related to this agreement totaled $500,000 and the Company has a prepaid asset of $147,000 as of June 30, 2008 that is included in prepaid expenses and other current assets. In connection with the Merger, the Company paid Crestview a sponsor fee of $6.3 million that was recorded as a component of stockholders' equity.

        As of June 30, 2008 and December 31, 2007, the Company has $881,000 and $905,000, respectively payable to physicians at one of our physician networks. These amounts are included in other accrued expenses.

10. Financial Information for the Company and Its Subsidiaries

        We conduct substantially all of our business through our subsidiaries. Presented below is condensed consolidating financial information for us and our subsidiaries as of June 30, 2008 and December 31, 2007, and for the three and six months ended June 30, 2008 and 2007. The information segregates the parent company issuer, the combined wholly-owned subsidiary guarantors, the combined non-guarantors, and eliminating adjustments. All of the subsidiary guarantees are both full and unconditional and joint and several.

F-21

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

10. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
June 30, 2008

	Parent Issuer		Guarantor Subsidiaries		Combined Non- Guarantors		Eliminations			Total Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	2,482	$	4,820	$	32,014	$	—		$	39,316
Accounts receivable, net		—		711		35,206		—			35,917
Inventories		—		—		8,792		—			8,792
Prepaid expenses and other current assets		2,288		3,898		3,987		—			10,173
Due from related parties		69,686		—		—		(69,686	)		—
Deferred income taxes		45		—		—		—			45
Current assets of discontinued operations		—		—		936		—			936
Total current assets		74,501		9,429		80,935		(69,686	)		95,179
Property and equipment, net		1,438		2,951		82,025		—			86,414
Goodwill		554,021		—		—		—			554,021
Investments in and advances to affiliates		221,982		137,669		2,361		(341,044	)		20,968
Other assets		11,780		367		447		—			12,594
Long-term assets of discontinued operations		—		—		2,781		—			2,781
Total assets	$	863,772	$	150,416	$	168,549	$	(410,730	)	$	771,957
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	10	$	36	$	4,684	$	—		$	4,730
Accrued payroll and benefits		1,321		583		6,856		—			8,760
Due to related parties		—		46,619		23,067		(69,686	)		—
Other accrued expenses		8,397		231		6,444		—			15,072
Current maturities of long-term debt		2,698		78		5,031		—			7,807
Current liabilities of discontinued operations		—		—		806		—			806
Total current liabilities		12,426		47,547		46,888		(69,686	)		37,175
Long-term debt, less current maturities		414,965		131		18,795		—			433,891
Non current deferred income tax payable		21,883		—		—		—			21,883
Other liabilities		4,737		1,540		2,985		—			9,262
Long-term liabilities of discontinued operations		—		—		65		—			65
Minority interest		38,058		—		—		—			38,058
Stockholders' equity		371,653		101,198		99,816		(341,044	)		231,623
Total liabilities and stockholders' equity	$	863,722	$	150,416	$	168,549	$	(410,730	)	$	771,957

F-22

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

10. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2007

	Parent Issuer		Guarantor Subsidiaries		Combined Non-Guarantors		Eliminations			Total Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	13,019	$	7,063	$	24,574	$	—		$	44,656
Accounts receivable, net		—		1,162		32,796		—			33,958
Inventories		—		—		8,479		—			8,479
Prepaid expenses and other current assets		8,692		1,096		5,201		—			14,989
Due from related parties		60,646		—		—		(60,646	)		—
Income tax receivable		4,053		—		—		—			4,053
Current assets of discontinued operations		—		—		1,064		—			1,064
Total current assets		86,410		9,321		72,114		(60,646	)		107,199
Property and equipment, net		856		3,032		77,606		—			81,494
Goodwill		548,136		—		—		—			548,136
Investments in and advances to affiliates		227,397		139,565		2,627		(352,507	)		17,082
Other assets		9,795		144		865		—			10,804
Long-term assets of discontinued operations		—		—		4,098		—			4,098
Total assets	$	872,594	$	152,062	$	157,310	$	(413,153	)	$	768,813
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	75	$	47	$	5,202	$	—		$	5,324
Accrued payroll and benefits		554		590		6,125		—			7,269
Due to related parties		—		28,712		31,934		(60,646	)		—
Other accrued expenses		8,258		1,580		4,845		—			14,683
Deferred income tax payable		170		—		—		—			170
Federal and state income tax payable		—		—		—		—			—
Current maturities of long-term debt		—		—		8,029		—			8,029
Current liabilities of discontinued operations		—		—		1,107		—			1,107
Total current liabilities		9,057		30,929		57,242		(60,646	)		36,582
Long-term debt, less current maturities		424,375		15		4,535		—			428,925
Non current deferred income tax payable		24,042		—		—		—			24,042
Other liabilities		4,740		915		5,275		—			10,930
Long-term liabilities of discontinued operations		—		—		146		—			146
Minority interest		34,902		—		—		—			34,902
Stockholders' equity		375,478		120,203		90,112		(352,507	)		233,286
Total liabilities and stockholders' equity	$	872,594	$	152,062	$	157,310	$	(413,153	)	$	768,813

F-23

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

10. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the six months ended June 30, 2008

			Parent Issuer			Guarantor Subsidiaries			Combined Non-Guarantors			Eliminations			Total Consolidated
Revenues			$	9,382		$	5,807		$	156,185		$	(7,760	)	$	163,614
Operating expenses:
	Salaries and benefits			—			2,428			42,007			—			44,435
	Supplies			—			370			32,632			—			33,002
	Professional and medical fees			—			567			8,574			—			9,141
	Rent and lease expense			—			380			10,663			—			11,043
	Other operating expenses			—			230			12,540			—			12,770
		Cost of revenues		—			3,975			106,416			—			110,391
	General and administrative expense			12,639			—			—			—			12,639
	Depreciation and amortization			171			—			7,051			—			7,222
	Provision for doubtful accounts			—			77			1,099			—			1,176
	Income on equity investments			—			(701	)		—			—			(701	)
	(Gain) loss on sale/disposal of long-lived assets			(552	)		3,187			(2,830	)		—			(195	)
	Management fees			—			—			7,760			(7,760	)		—
	Equity in earnings of affiliates			(21,365	)		—			—			21,365			—
		Total operating expenses		(9,107	)		6,538			119,496			13,605			130,532
Operating (loss) income				18,489			(731	)		36,689			(21,365	)		33,082
	Minority interest in loss of consolidated subsidiaries			—			—			(12,845	)		—			(12,845	)
	Interest (expense) income, net			(20,922	)		83			(365	)		—			(21,204	)
	(Loss) income before taxes and discontinued operations			(2,433	)		(648	)		23,479			(21,365	)		(967	)
	Provision (benefit) for income taxes			657			—			(539	)		—			118
	(Loss) income from continuing operations			(3,090	)		(648	)		24,018			(21,365	)		(1,085	)
	Loss from discontinued operations, net of taxes			—			—			(2,005	)		—			(2,005	)
	Net (loss) income		$	(3,090	)	$	(648	)	$	22,013		$	(21,365	)	$	(3,090	)

F-24

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

10. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the six months ended June 30, 2007

				PREDECESSOR
				Parent Issuer			Guarantor Subsidiaries			Combined Non-Guarantors			Eliminations			Total Consolidated
Revenues				$	8,626		$	7,179		$	144,961		$	(6,876	)	$	153,890
Operating expenses:
	Salaries and benefits				—			2,722			38,405			—			41,127
	Supplies				—			471			29,825			—			30,296
	Professional and medical fees				—			881			8,521			—			9,402
	Rent and lease expense				—			627			8,774			—			9,401
	Other operating expenses				—			510			11,218			—			11,728
		Cost of revenues			—			5,211			96,743			—			101,954
	General and administrative expense				12,022			—			—			—			12,022
	Depreciation and amortization				307			237			5,457			—			6,001
	Provision for doubtful accounts				—			13			2,182			—			2,195
	Income on equity investments				—			(199	)					—			(199	)
	(Gain) loss on sale/disposal of long-lived assets				(1,311	)		(5,000	)		6,050			—			(261	)
	Management fees										6,876			(6,876	)		—
	Equity in earnings of affiliates				(21,294	)								21,294			—
	Proceeds from insurance and litigation settlements, net				(161	)		—			—			—			(161	)
	Merger transaction expenses				1,650			—			—			—			1,650
			Total operating expenses		(8,787	)		262			117,308			14,418			123,201
Operating income					17,413			6,917			27,653			(21,294	)		30,689
	Minority interest in loss of consolidated subsidiaries				—			(3	)		(12,750	)		—			(12,753	)
	Interest (expense) income, net				(4,067	)		63			78			—			(3,926	)
	(Loss) income before taxes and discontinued operations				13,346			6,977			14,981			(21,294	)		14,010
	Provision (benefit) for income taxes				5,373			—			290			—			5,663
	(Loss) income from continuing operations				7,973			6,977			14,691			(21,294	)		8,347
	Loss from discontinued operations, net of taxes				—			—			374			—			374
	Net (loss) income			$	7,973		$	6,977		$	14,317		$	(21,294	)	$	7,973

F-25

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

10. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the three months ended June 30, 2008

			Parent Issuer			Guarantor Subsidiaries			Combined Non-Guarantors			Eliminations			Total Consolidated
Revenues			$	4,941		$	2,896		$	80,530		$	(4,006	)	$	84,361
Operating expenses:
	Salaries and benefits			—			1,228			21,330			—			22,558
	Supplies			—			185			16,665			—			16,850
	Professional and medical fees			—			303			4,222			—			4,525
	Rent and lease expense			—			207			5,401			—			5,608
	Other operating expenses			—			122			6,348			—			6,470
		Cost of revenues		—			2,045			53,966			—			56,011
	General and administrative expense			5,940			—			—			—			5,940
	Depreciation and amortization			83			148			3,475			—			3,706
	Provision for doubtful accounts			—			123			926			—			1,049
	Income on equity investments			—			(517	)		—			—			(517	)
	(Gain) loss on sale/disposal of long-lived assets			(579	)		3,208			(2,860	)		—			(231	)
	Management fees			—			—			4,006			(4,006	)		—
	Equity in earnings of affiliates			(10,223	)		—			—			10,223			—
		Total operating expenses		(4,779	)		5,007			59,513			6,217			65,958
Operating (loss) income				9,720			(2,111	)		21,017			(10,223	)		18,403
	Minority interest in loss of consolidated subsidiaries			—			—			(6,956	)		—			(6,956	)
	Interest (expense) income, net			(10,890	)		19			(249	)		—			(11,120	)
	(Loss) income before taxes and discontinued operations			(1,170	)		(2,092	)		13,812			(10,223	)		327
	Provision (benefit) for Income taxes			841			—			(312	)		—			529
	(Loss) income from continuing operations			(2,011	)		(2,092	)		14,124			(10,223	)		(202	)
	Loss from discontinued operations, net of taxes			—			—			(1,809	)		—			(1,809	)
	Net (loss) income		$	(2,011	)	$	(2,092	)	$	12,315		$	(10,223	)	$	(2,011	)

F-26

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

10. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the three months ended June 30, 2007

			PREDECESSOR
			Parent Issuer			Guarantor Subsidiaries			Combined Non-Guarantors			Eliminations			Total Consolidated
Revenues			$	4,286		$	3,703		$	72,125		$	(3,444	)	$	76,670
Operating expenses:
	Salaries and benefits			—			1,333			18,956			—			20,289
	Supplies			—			235			15,115			—			15,350
	Professional and medical fees			—			467			4,236			—			4,703
	Rent and lease expense			—			307			4,404			—			4,711
	Other operating expenses			—			260			5,690			—			5,950
	Cost of revenues			—			2,602			48,401			—			51,003
	General and administrative expense			5,957			—			—			—			5,957
	Depreciation and amortization			155			267			2,482			—			2,904
	Provision for doubtful accounts			—			30			1,270			—			1,300
	Income on equity investments			—			(236	)		—			—			(236	)
	(Gain) loss on sale/disposal of long-lived assets			(1,472	)		916			307			—			(249	)
	Management fees			—			—			3,444			(3,444	)		—
	Equity in earnings of affiliates			(10,360	)		—			—			10,360			—
	Merger transaction expenses			1,262			—			—			—			1,262
		Total operating expenses		(4,458	)		3,579			55,904			6,916			61,941
Operating (loss) income				8,744			124			16,221			(10,360	)		14,729
	Minority interest in loss of consolidated subsidiaries			—			(3	)		(6,017	)		—			(6,020	)
	Interest (expense) income, net			(2,008	)		21			28			—			(1,959	)
	(Loss) income before taxes and discontinued operations			6,736			142			10,232			(10,360	)		6,750
	Provision (benefit) for Income taxes			2,793			—			39			—			2,832
	(Loss) income from continuing operations			3,943			142			10,193			(10,360	)		3,918
	Gain from discontinued operations, net of taxes			—			—			25			—			25
	Net (loss) income		$	3,943		$	142		$	10,218		$	(10,360	)	$	3,943

F-27

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

10. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the six months ended June 30, 2008

		PREDECESSOR
		Parent Issuer			Guarantor Subsidiaries			Combined Non-Guarantors			Eliminations			Total Consolidated
Cash flows from operating activities:
Net (loss) income		$	(3,090	)	$	(648	)	$	22,013			(21,365	)	$	(3,090	)
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization			171			—			7,051			—			7,222
Amortization of deferred financing costs			3,466			—			—			—			3,466
Non-cash payment-in-kind interest option			4,937			—			—			—			4,937
Non-cash stock option compensation expense			1,467			—			—			—			1,467
Non-cash gains and losses			(553	)		3,187			(2,809	)		—			(175	)
Minority interests			—			—			12,845			—			12,845
Deferred income taxes			(2,329	)		—			—			—			(2,329	)
Distributions to minority partners			—			—			(10,580	)		—			(10,580	)
Equity in earnings of affiliates			(21,365	)		—			—			21,365			—
Loss on equity investments			—			249			—			—			249
Provision for doubtful accounts			—			77			1,099			—			1,176
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
	Accounts receivable		—			—			(2,325	)		—			(2,325	)
	Income tax receivable		2,808			—			—			—			2,808
	Other assets and liabilities		5,009			(1,845	)		2,708			—			5,872
Net cash (used in) provided by operating activities—continuing operations			(9,479	)		1,020			30,002			—			21,543
Net cash provided by operating activities—discontinued operations			—			—			1,710			—			1,710
Net cash (used in) provided by operating activities			(9,479	)		1,020			31,712			—			23,253
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired			—			—			(12,468	)		—			(12,468	)
Purchases of property and equipment, net			(734	)		—			(6,318	)		—			(7,052	)
Change in other assets			16,092			(3,263	)		(11,028	)		—			1,801
Other investing activities			—			—			—			—			—
Net cash provided by (used in) investing activities—continuing operations			15,358			(3,263	)		(29,814	)		—			(17,719	)
Net cash used in investing activities—discontinued operations			—			—			(259	)		—			(259	)
Net cash provided by (used in) investing activities			15,358			(3,263	)		(30,073	)		—			(17,978	)
Cash flows from financing activities:
Principal payments on long-term debt			(14,332	)		—			(166	)		—			(14,498	)
Repayment of bridge facility			(179,937	)		—			—			—			(179,937	)
Proceeds from issuance of Toggle Notes			179,937			—			—			—			179,937
Payment of debt issuance costs			(4,739	)		—			—			—			(4,739	)
Proceeds from debt issuances			2,487			—			6,182			—			8,669
Proceeds from capital contributions by minority partners			—			—			—			—			—
Proceeds from the sale of units			219			—			—			—			219
Change in other long-term liabilities			(51	)		—			(606	)		—			(657	)
Net cash (used in) provided by financing activities—continuing operations			(16,416	)		—			5,410			—			(11,006	)
Net cash provided by financing activities—discontinued operations			—			—			391			—			391
Net cash (used in) provided by financing activities			(16,416	)		—			5,801			—			(10,615	)
Net (decrease) increase in cash and cash equivalents			(10,537	)		(2,243	)		7,440			—			(5,340	)
Cash and cash equivalents at beginning of period			13,019			7,063			24,574			—			44,656
Cash and cash equivalents at end of period		$	2,482		$	4,820		$	32,014		$	—		$	39,316

F-28

SYMBION, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2008

(Unaudited)

10. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the six months ended June 30, 2007

		PREDECESSOR
		Parent Issuer			Guarantor Subsidiaries			Combined Non-Guarantors			Eliminations			Total Consolidated
Cash flows from operating activities:
Net (loss) income		$	7,973		$	6,977		$	14,317		$	(21,294	)	$	7,973
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization			307			237			5,457			—			6,001
Amortization of deferred financing costs			250			—			—			—			250
Non-cash stock option compensation expense			1,787			—			—			—			1,787
Non-cash gains and losses			(1,311	)		(5,000	)		6,022			—			(289	)
Minority interests			—			—			12,753			—			12,753
Deferred income taxes			3,266			—			—			—			3,266
Distributions to minority partners			—			—			(12,600	)		—			(12,600	)
Equity in earnings of affiliates			(21,294	)		—			—			21,294			—
Loss (income) on equity investments			—			655			—			—			655
Provision for doubtful accounts			—			13			2,182			—			2,195
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
	Accounts receivable		—			—			(1,309	)		—			(1,309	)
	Other assets and liabilities		20,987			(3,644	)		(23,566	)		—			(6,223	)
Net cash provided by (used in) operating activities—continuing operations			11,965			(762	)		3,256			—			14,459
Net cash provided by operating activities—discontinued operations			—			—			301			—			301
Net cash provided by (used in) operating activities			11,965			(762	)		3,557			—			14,760
Cash flows from investing activities:
Purchases of property and equipment, net			(323	)		—			(4,866	)		—			(5,189	)
Change in other assets			(1,472	)		—			2,482			—			1,010
Net cash used in investing activities—continuing operations			(1,795	)		—			(2,384	)		—			(4,179	)
Net cash used in investing activities—discontinued operations			—			—			(28	)		—			(28	)
Net cash used in investing activities			(1,795	)		—			(2,412	)		—			(4,207	)
Cash flows from financing activities:
Principal payments on long-term debt			(26,000	)		—			(1,179	)		—			(27,179	)
Payment of debt issuance costs			(48	)		—			—			—			(48	)
Proceeds from debt issuances			13,000			—			2,511			—			15,511
Proceeds from capital contributions by minority partners			1,488			—			—			—			1,488
Other financing activities			1,791			—			(1,010	)		—			781
Net cash (used in) provided by financing activities—continuing operations			(9,769	)		—			322			—			(9,447	)
Net cash used in financing activities—discontinued operations			—			—			(28	)		—			(28	)
Net cash (used in) provided by financing activities			(9,769	)		—			294			—			(9,475	)
Net increase (decrease) in cash and cash equivalents			401			(762	)		1,439			—			1,078
Cash and cash equivalents at beginning of period			340			1,464			25,105			—			26,909
Cash and cash equivalents at end of period		$	741		$	702		$	26,544		$	—		$	27,987

11. Subsequent Events

        Effective August 1, 2008, the Company acquired an incremental ownership in one of its existing surgical facilities located in California. The Company acquired an incremental ownership of 18.7% in its surgical facilities located in Irvine, California for an aggregate of $5.0 million. Prior to the acquisition, the Company owned 31.3% of the Irvine, California surgical facility. The purchase price was financed with cash from operations.

F-29

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Symbion, Inc.

        We have audited the accompanying consolidated balance sheets of Symbion, Inc. as of December 31, 2007 and as of December 31, 2006 (Predecessor) and the related consolidated statements of operations, stockholders' equity and cash flows for the period from August 24, 2007 to December 31, 2007 and the period from January 1, 2007 to August 23, 2007 (Predecessor) and the years ended December 31, 2006 and 2005 (Predecessor). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Symbion, Inc. at December 31, 2007 and at December 31, 2006 (Predecessor), and the consolidated results of its operations and its cash flows for the period from August 24, 2007 to December 31, 2007 and the period from January 1, 2007 to August 23, 2007 (Predecessor) and for the years ended December 31, 2006 and 2005 (Predecessor) in conformity with U.S. generally accepted accounting principles.

        As discussed in Notes 3 and 10 to the consolidated financial statements, the Company adopted FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109," effective January 1, 2007.

        As discussed in Notes 3 and 9 to the consolidated financial statements, the Company adopted SFAS No. 123(R), "Share-Based Payment," effective January 1, 2006.

/s/Ernst & Young LLP

Nashville, Tennessee
March 25, 2008,
except for Note 15, as to which the date is
September 23, 2008

F-30

SYMBION, INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)

						Predecessor
			December 31, 2007			December 31, 2006
ASSETS
Current assets:
	Cash and cash equivalents		$	44,656		$	26,909
	Accounts receivable, less allowance for doubtful accounts of $18,202 and $27,170, respectively			33,958			34,700
	Inventories			8,479			8,070
	Prepaid expenses and other current assets			14,989			9,282
	Income tax receivable			4,053			—
	Deferred income taxes			—			4,645
	Current assets of discontinued operations			1,064			3,299
		Total current assets		107,199			86,905
	Land			3,556			3,597
	Buildings and improvements			42,097			47,430
	Furniture and equipment			39,157			74,300
	Computers and software			1,574			7,724
				86,384			133,051
Less accumulated depreciation				(4,890	)		(56,774	)
Property and equipment, net				81,494			76,277
Goodwill				548,136			314,980
Investments in and advances to affiliates				17,082			16,463
Other assets				10,804			3,080
Long-term assets of discontinued operations				4,098			6,101
		Total assets	$	768,813		$	503,806
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable		$	5,324		$	5,145
	Accrued payroll and benefits			7,269			7,950
	Other accrued expenses			14,683			9,220
	Income taxes payable			—			4,193
	Deferred income tax payable			170			—
	Current maturities of long-term debt			8,029			2,108
	Current liabilities of discontinued operations			1,107			1,646
		Total current liabilities		36,582			30,262
Long-term debt, less current maturities				428,925			136,533
Deferred income tax payable				24,042			12,504
Other liabilities				10,930			6,230
Long-term liabilities of discontinued operations				146			404
Minority interests				34,902			32,594
Commitments and Contingencies—Note 12
Stockholders' equity:
	Common stock, 1,000 shares and 225,000,000 shares, $0.01 par value, authorized at December 31, 2007 and at December 31, 2006; 1,000 shares issued and outstanding at December 31, 2007 and 21,643,291 shares issued and outstanding at December 31, 2006			—			216
	Additional paid-in-capital			238,701			212,452
	Accumulated other comprehensive income			(2,188	)		485
	Retained (deficit) earnings			(3,227	)		72,126
		Total stockholders' equity		233,286			285,279
		Total liabilities and stockholders' equity	$	768,813		$	503,806

See accompanying notes.

F-31

SYMBION, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands)

						Predecessor						Predecessor
			August 24, 2007 to December 31, 2007			January 1, 2007 to August 23, 2007			Year Ended December 31, 2007 (Combined)			Year Ended December 31,
												2006			2005
Revenues			$	106,640		$	197,665		$	304,305		$	285,387		$	241,877
Operating expenses:
	Salaries and benefits			29,763			54,048			83,811			74,949			61,115
	Supplies			21,932			39,103			61,035			54,974			43,794
	Professional and medical fees			6,468			12,120			18,588			14,504			11,373
	Rent and lease expense			7,038			12,297			19,335			17,673			15,331
	Other operating expenses			8,610			15,273			23,883			19,850			16,601
		Cost of revenues		73,811			132,841			206,652			181,950			148,214
	General and administrative expense			7,912			23,961			31,873			24,407			21,993
	Depreciation and amortization			4,732			7,920			12,652			11,913			11,575
	Provision for doubtful accounts			1,758			2,691			4,449			3,952			3,827
	(Income) loss on equity investments			(21	)		5			(16	)		(2,423	)		(1,273	)
	Impairment and loss on disposal of long-lived assets			53			319			372			1,162			1,541
	Gain on sale of long-lived assets			(319	)		(596	)		(915	)		(1,808	)		(1,785	)
	Proceeds from insurance settlement, net			—			(161	)		(161	)		(410	)		—
	Proceeds from litigation settlement, net			—			—			—			(588	)		—
	Merger transaction expenses			—			7,522			7,522			—			—
		Total operating expenses		87,926			174,502			262,428			218,155			184,092
Operating income				18,714			23,163			41,877			67,232			57,785
	Minority interests in income of consolidated subsidiaries			(7,685	)		(15,656	)		(23,341	)		(28,294	)		(24,952	)
	Interest expense, net			(14,763	)		(5,228	)		(19,991	)		(7,108	)		(4,884	)
(Loss) income before income taxes and discontinued operations				(3,734	)		2,279			(1,455	)		31,830			27,949
(Benefit) provision for income taxes				(776	)		4,016			3,240			12,254			10,428
(Loss) income from continuing operations				(2,958	)		(1,737	)		(4,695	)		19,576			17,521
(Loss) gain from discontinued operations, net of taxes				(269	)		(438	)		(707	)		(783	)		1,534
Net (loss) income			$	(3,227	)	$	(2,175	)	$	(5,402	)	$	18,793		$	19,055

See accompanying notes.

F-32

SYMBION, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(dollars in thousands, except per share amounts)

		Symbion, Inc. Common Stock
								Additional Paid-in Capital			Stockholder Notes Receivable			Accumulated Other Comprehensive Income			Retained Earnings			Total Stockholders' Equity
		Shares			Amount
Balance at December 31, 2004 (Predecessor)			21,032,777		$	210		$	203,797		$	(287	)	$	—		$	34,278		$	237,998
	Issuance of warrants and common stock, net of repurchases, and other		411,686			4			2,558			59			—			—			2,621
	Amortized compensation expense related to restricted stock		—			—			63			—			—			—			63
	Unrealized gain on interest rate swap, net of taxes		—			—			—			—			321			—			321
	Net income		—			—			—			—			—			19,055			19,055
Balance at December 31, 2005 (Predecessor)			21,444,463		$	214		$	206,418		$	(228	)	$	321		$	53,333		$	260,058
	Issuance of warrants and common stock, net of repurchases, and other		198,828			2			1,516			228			—			—			1,746
	Amortized compensation expense related to restricted stock and stock options		—			—			4,518			—			—			—			4,518
	Unrealized gain on interest rate swap, net of taxes		—			—			—			—			164			—			164
	Net income		—			—			—			—			—			18,793			18,793
Balance at December 31, 2006 (Predecessor)			21,643,291		$	216		$	212,452		$	—		$	485		$	72,126		$	285,279
	Issuance of warrants and common stock, net of repurchases, and other		89,367			1			959			—			—			—			960
	Amortized compensation expense related to stock options and restricted stock		—			—			10,337			—			—			—			10,337
	Unrealized gain on interest rate swap, net of taxes		—			—			—			—			(485	)		—			(485	)
	Retirement of common stock in connection with Merger		(21,590,992	)		(216	)		(223,747	)		—			—			—			(223,963	)
	Common stock rolled over		(141,666	)		(1	)		(1	)		—			—			—			(2	)
	Net loss, January 1, 2007, through August 23, 2007		—			—			—			—			—			(2,175	)		(2,175	)
	Elimination of retained earnings as of merger date		—			—			—			—			—			(69,951	)		(69,951	)
Balance at August 23, 2007 (Predecessor)			—		$	—		$	—		$	—		$	—		$	—		$	—
	Issuance of common stock, net of issuance costs of $60		1,000			—			244,942			—			—			—			244,942
	Payment of sponsor fee		—			—			(6,650	)		—			—			—			(6,650	)
	Amortized compensation expense related to stock options		—			—			409			—			—			—			409
	Unrealized loss on interest rate swap, net of taxes		—			—			—			—			(2,188	)		—			(2,188	)
	Net loss, August 24, 2007 to December 31, 2007		—			—			—			—			—			(3,227	)		(3,227	)
Balance at December 31, 2007			1,000		$	—		$	238,701		$	—		$	(2,188	)	$	(3,227	)	$	233,286

See accompanying notes.

F-33

SYMBION, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

												Predecessor
						Predecessor
												Year Ended December 31,
			August 24, 2007 to December 31, 2007			January 1, 2007 to August 23, 2007			Year Ended December 31, 2007 (Combined)
												2006			2005
Cash flows from operating activities:
Net (loss) income			$	(3,227	)	$	(2,175	)	$	(5,402	)	$	18,793		$	19,055
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
	Depreciation and amortization			4,732			7,920			12,652			11,913			11,575
	Non-cash stock option compensation expense			409			10,337			10,746			3,865			—
	Amortization of deferred financing costs			1,872			322			2,194			506			671
	Non-cash gains and losses			31			(305	)		(274	)		(645	)		(244	)
	Minority interests			7,685			15,656			23,341			28,294			24,952
	Deferred income taxes			2,217			13,637			15,854			(1,556	)		2,836
	Distributions to minority partners			(7,301	)		(17,185	)		(24,486	)		(25,447	)		(23,049	)
	(Income) loss on equity investments			(21	)		5			(16	)		(2,423	)		(1,273	)
	Provision for doubtful accounts			1,758			2,691			4,449			3,952			3,827
	Excess tax benefit from share-based compensation			—			—			—			(201	)		—
	Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
		Accounts receivable		(90	)		(166	)		(256	)		(2,955	)		(5,353	)
		Income tax receivable		7,018			(10,402	)		(3,384	)		—			—
		Other assets		(1,893	)		(2,621	)		(4,514	)		(1,761	)		1,540
		Other liabilities		914			5,128			6,042			(4,496	)		2,543
		Income taxes payable		(922	)		(7,593	)		(8,515	)		3,062			3,041
Net cash provided by operating activities—continuing operations				13,182			15,249			28,431			30,901			40,121
Net cash provided by operating activities—discontinued operations				849			462			1,311			2,423			2,425
Net cash provided by operating activities				14,031			15,711			29,742			33,324			42,546
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired				(9,815	)		(14,981	)		(24,796	)		(47,094	)		(55,479	)
Purchases of property and equipment, net				(6,948	)		(7,664	)		(14,612	)		(14,178	)		(12,830	)
Change in other assets				(841	)		(11,143	)		(11,984	)		(3,214	)		(283	)
Net cash used in investing activities—continuing operations				(17,604	)		(33,788	)		(51,392	)		(64,486	)		(68,592	)
Net cash used in investing activities—discontinued operations				(24	)		(36	)		(60	)		(1,601	)		(919	)
Net cash used in investing activities				(17,628	)		(33,824	)		(51,452	)		(66,087	)		(69,511	)
Cash flows from financing activities:
Principal payments on long-term debt				(1,492	)		(161,555	)		(163,047	)		(54,732	)		(34,353	)
Proceeds from debt issuances				50			458,597			458,647			85,601			61,876
Proceeds from capital contributions by minority partners				756			2,241			2,997			1,488			3,630
Payment of merger costs incurred by Symbion Holdings, LLC				(445	)		(6,528	)		(6,973	)		—			—
Cash paid to shareholders				—			(490,510	)		(490,510	)		—			—
Change in other long-term liabilities				(952	)		250			(702	)		(1,492	)		(1,570	)
Excess tax benefit from share-based compensation				—			—			—			201			—
Net proceeds from issuance of common stock				—			239,085			239,085			1,347			2,450
Net cash (used in) provided by financing activities— continuing operations				(2,083	)		41,580			39,497			32,413			32,033
Net cash used in financing activities—discontinued operations				(11	)		(29	)		(40	)		(54	)		62
Net cash (used in) provided by financing activities				(2,094	)		41,551			39,457			32,359			32,095
Net (decrease) increase in cash and cash equivalents				(5,691	)		23,438			17,747			(404	)		5,130
Cash and cash equivalents at beginning of period				50,347			26,909			26,909			27,313			22,183
Cash and cash equivalents at end of period			$	44,656		$	50,347		$	44,656		$	26,909		$	27,313

See accompanying notes.

F-34

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007

1. Merger with an Affiliate of Crestview Partners, L.P.

        On August 23, 2007, an investment group led by an affiliate of Crestview Partners, L.P. ("Crestview") completed its merger (the "Merger") with Symbion, Inc. (the "Company"). In the Merger, the stockholders and option holders of the Predecessor (as defined below) received an aggregate of $490.5 million in cash. Symbion, Inc. is referred to as the "Predecessor" for all periods and dates through August 23, 2007 and Symbion, Inc. is referred to as the "Company" for all periods and dates subsequent to August 23, 2007. References made herein to the "Company," unless indicated otherwise or the context requires, include the Predecessor.

        In order to consummate the Merger, Crestview formed Symbol Acquisition, L.L.C. ("Parent") and Symbol Merger Sub, Inc., a wholly-owned subsidiary of Parent. Symbol Merger Sub, Inc. merged with and into the Company with the Company being the surviving corporation. Parent was converted into Symbion Holdings Corporation ("Holdings"), which became the parent holding company of the Company by virtue of the Merger.

        Holdings was capitalized with a $245.0 million cash contribution by Crestview and its affiliated funds and co-investors. In addition, certain members of Symbion's management made a rollover equity contribution of Symbion shares and options to purchase common stock valued at the predecessor basis of $2,000. These rollover shares were exchanged for shares and options to purchase shares of common stock of Holdings. Following the Merger, Crestview and its affiliated funds and co-investors owned 96.7% of Holdings and members of management owned 3.3% of Holdings.

        The Company accounted for the Merger as a purchase under the guidance set forth in Emerging Issues Task Force No. 88-16, "Basis in Leveraged Buyout Transactions" ("EITF 88-16"). Under EITF 88-16, the transaction was deemed to be a purchase by new controlling investors for which equity interests were valued using a partial change in accounting basis. In effect, the common stock owned by members of management was valued using the predecessor basis, while the common stock owned by Crestview, its affiliated funds and co-investors were recorded at fair value.

        The following equity capitalization and financing transactions occurred in connection with the Merger:

•

$145.0 million cash equity contribution by Crestview Symbion Holdings, L.L.C.;



•

$40.0 million cash equity contribution by The Northwestern Mutual Life Insurance Company;



•

$60.0 million cash equity contribution by other co-investors;



•

$2,000 rollover equity contribution by certain members of management of the Company (representing a fair value of $8.4 million);



•

Senior secured credit facility totaling $350.0 million, of which $250.0 million was drawn at the closing of the Merger; and



•

$175.0 million bridge loan credit facility that was drawn at the closing of the Merger.

        The proceeds from the equity capitalization and financing transactions were used to:

•

Pay stockholders of the Company for shares of common stock not rolled over under the terms of the merger agreement;

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SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

1. Merger with an Affiliate of Crestview Partners, L.P. (Continued)

•

Pay option holders of the Company for outstanding options not rolled over, whether vested or unvested, the difference between $22.35 per share and the per share exercise price of the option;



•

Pay holders of restricted stock of the Company for shares of restricted stock, whether vested or unvested, at $22.35 per share;



•

Pay warrant holders of the Company for outstanding warrants, whether vested or unvested, the difference between $22.35 per share and the per share exercise price of the warrant;



•

Repay all outstanding debt (totaling $129.0 million) under the former senior secured credit agreement for which the maturity date accelerated as a result of the Merger; and



•

Pay the fees and expenses related to the Merger and the financing transactions.

        As a result of the Merger, the vesting of stock options and restricted stock was accelerated, which resulted in $8.0 million in stock compensation expense, of which $710,000 is included in cost of revenues and $7.3 million is included in general and administrative expenses. The Company capitalized $12.1 million of fees and expenses related to the execution of the new credit facilities on the closing date of the Merger. As a result of the Merger, the Company recorded goodwill of $539.5 million. The Company is currently in the process of obtaining valuations of the acquired tangible and intangible assets and, accordingly, the initial purchase price allocation is preliminary and subject to change.

        The accompanying consolidated financial statements as of the dates and for all periods prior to August 24, 2007, reflect the financial position, results of operations and cash flows of the Predecessor. The consolidated financial statements as of the dates and for the periods on and after August 24, 2007, reflect the financial position, results of operations and cash flows of the Company.

        The expenses incurred as a result of the Merger are classified as follows in the accompanying statements of operations (in thousands):

				Predecessor
		August 24, 2007 to December 31, 2007		January 1, 2007 to August 23, 2007			Year Ended December 31, 2007 (Combined)
Cost of revenues		$	—	$	710		$	710
General and administrative expense			—		8,152			8,152
Merger transaction expenses			—		7,522			7,522
Minority interests in income of consolidated subsidiaries			—		(329	)		(329	)
	Total	$	—	$	16,055		$	16,055

        Additionally, the Company paid $7.0 million in costs incurred by Crestview in connection with the Merger. These costs were recorded as additional purchase price under the provisions set forth by Statement of Financial Accounting Standards No. 141.

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SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

2. Organization

        The Company, through its wholly-owned subsidiaries, owns interests in partnerships and limited liability companies that own and operate a national network of short stay surgical facilities in joint-ownership with physicians and physician groups, hospitals and hospital systems. As of December 31, 2007, the Company owned and operated 53 surgical facilities, including 50 ambulatory surgery centers and three surgical hospitals, and managed eight additional ambulatory surgery centers and two physician networks in 24 states. The Company owns a majority ownership interest in 40 of its 53 owned surgical facilities and consolidates 46 of these surgical facilities for financial reporting purposes, of which 43 are included in continuing operations.

3. Significant Accounting Policies and Practices

Basis of Presentation and Use of Estimates

        The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and notes. Examples include, but are not limited to, estimates of accounts receivable allowances, professional and general liabilities and the estimate of deferred tax assets or liabilities. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments are of a normal, recurring nature. Actual results could differ from those estimates.

Principles of Consolidation

        The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as interests in partnerships and limited liability companies controlled by the Company through ownership of a majority voting interest or other rights granted to the Company by contract to manage and control the affiliate's business. The physician limited partners and physician minority members of the entities that the Company controls are responsible for the supervision and delivery of medical services. The governance rights of limited partners and minority members are restricted to those that protect their financial interests. Under certain partnership and operating agreements governing these partnerships and limited liability companies, the Company could be removed as the sole general partner or managing member for certain events such as material breach of the partnership or operating agreement, gross negligence or bankruptcy. These protective rights do not preclude consolidation of the respective partnerships and limited liability companies. The consolidated financial statements include the accounts of variable interest entities in which the Company is the primary beneficiary. The variable interest entities are surgical facilities located in the states of Florida and New York. The accompanying consolidated balance sheets as of December 31, 2007 and 2006 include assets of $8.3 million and $4.8 million, respectively, and liabilities of $3.9 million and $148,000, respectively, related to the variable interest entities. All significant intercompany balances and transactions are eliminated in consolidation.

Fair Value of Financial Instruments

        In estimating fair value disclosures for cash, accounts receivable and accounts payable, the carrying amounts reported in the accompanying consolidated balance sheets approximate fair value because of

F-37

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

3. Significant Accounting Policies and Practices (Continued)

their short-term nature. For long-term debt and capitalized leases, the carrying amounts reported in the accompanying consolidated balance sheets approximate fair value based upon the borrowing rates available to the Company.

Cash and Cash Equivalents

        The Company considers all highly liquid investments with maturity of six months or less when purchased to be cash equivalents. The Company maintains its cash and cash equivalent balances at high credit quality financial institutions.

Accounts Receivable

        Accounts receivable consist of receivables from federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies, employers and patients. The Company recognizes that revenues and receivables from government agencies are significant to its operations, but it does not believe that there are significant credit risks associated with these government agencies. Concentration of credit risk with respect to other payors is limited because of the large number of such payors. Accounts receivable are recorded net of contractual adjustments and allowances for doubtful accounts to reflect accounts receivable at net realizable value. The Company does not require collateral for private pay patients. Accounts receivable at December 31 were as follows (in thousands):

				Predecessor
		2007		2006
Surgical facilities		$	33,083	$	34,037
Physician networks			875		663
	Total	$	33,958	$	34,700

        The following table sets forth by type of payor the percentage of the Company's accounts receivable for consolidated surgical facilities as of December 31:

					Predecessor
		2007			2006
Payor:
Private insurance			60	%		69	%
Government			12			8
Self-pay			19			15
Other			9			8
	Total		100	%		100	%

        The Company's policy is to review the standard aging schedule, by surgical facility, to determine the appropriate provision for doubtful accounts. This review is supported by an analysis of the actual net revenues, contractual adjustments and cash collections received. If the Company's internal collection efforts are unsuccessful, the Company manually reviews the patient accounts. An account is

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SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

3. Significant Accounting Policies and Practices (Continued)

written off only after the Company has pursued collection with legal or collection agency assistance or otherwise deemed an account to be uncollectible.

Allowance for Doubtful Accounts

        The amount of the provision for doubtful accounts is based upon management's assessment of historical and expected net collections. Management reviews the results of detailed analysis of historical write-offs and recoveries at the surgical facilities as a primary source of information in estimating the collectability of accounts receivable.

        Changes in the allowance for doubtful accounts and the amounts charged to revenues, costs and expenses were as follows (in thousands):

		Allowance Balance at Beginning of Period		Charged to Revenues, Costs and Expenses		Charged to Other Accounts(1)		Other			Allowance Balance at End of Period
Year ended December 31:
	2005	$	12,682	$	3,827	$	5,002	$	(2,589	)	$	18,922
	2006		18,922		3,952		824		3,472			27,170
	2007		27,170		4,449		938		(14,355	)		18,202

(1)

Relates to allowances for doubtful accounts recorded under the purchase method of accounting for acquired entities.

Inventories

        Inventories, which consist primarily of medical and drug supplies, are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method.

Prepaid Expenses and Other Current Assets

        A summary of prepaid and other current assets is as follows (in thousands):

			Predecessor
	2007		2006
Advances to subsidiaries	$	7,253	$	402
Prepaid expenses		4,618		3,830
Other receivables		3,118		5,050
	$	14,989	$	9,282

        Advances to subsidiaries represent funds advanced to facilities under development that we do not consolidate for financial statement purposes. The advances will be repaid with proceeds from facility level bank debt.

F-39

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

3. Significant Accounting Policies and Practices (Continued)

Property and Equipment

        Property and equipment are stated at cost or, if obtained through acquisition, at fair value determined on the date of acquisition and depreciated on a straight-line basis over the useful lives of the assets, generally three to five years for computers and software and five to seven years for furniture and equipment. As discussed in Note 1, the Company is in the process of obtaining an appraisal of tangible and intangible assets, including property and equipment, to determine fair value of the assets as of August 23, 2007. Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term or the estimated useful life of the assets. Routine maintenance and repairs are charged to expenses as incurred, while expenditures that increase capacities or extend useful lives are capitalized.

        When events or circumstances indicate that the carrying value of certain property and equipment might be impaired, the Company prepares an expected undiscounted cash flow projection. If the projection indicates that the recorded amounts of the property and equipment are not expected to be recovered, these amounts are reduced to estimated fair value. The cash flow estimates and discount rates incorporate management's best estimates, using appropriate and customary assumptions and projections at the date of evaluation. The Company recorded impairment charges of $0, $218,000 and $69,000 for the years ended December 31, 2007, 2006 and 2005, respectively, primarily related to a charge for obsolete medical equipment.

        Depreciation expense, including the amortization of assets under capital leases, was $4.7 million, $7.9 million, $11.8 million, and $11.3 million for the periods ended December 31, 2007 and August 23, 2007 and for the years ended December 31, 2006 and 2005, respectively.

Goodwill and Indefinite Lived Intangible Assets

        Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired. Goodwill and other indefinite lived intangible assets are no longer amortized, but are tested at least annually through an impairment test using a fair value method. Impairment is tested using various methods, including a discounted cash flows model to determine fair value. The Company will perform a goodwill impairment test whenever events or changes in facts or circumstances indicate that impairment may exist, or at least annually during the fourth quarter each year. Goodwill resulting from acquisitions is deductible for tax purposes over a 15-year period. There was no impairment related to goodwill for the periods ended December 31, 2007 and August 23, 2007 and the years ended December 31, 2006 and 2005. See Note 6 for further discussion of goodwill.

Service Agreement Rights

        The Company managed an independent practice association in Louisville, Kentucky through December 31, 2006. Service agreement rights represent the exclusive right to operate the Louisville, Kentucky physician network during the 20-year term of the agreement. Originally, the service agreement right was amortized over 20 years. Amortization expense increased during 2005 because the term of the service agreement was decreased from the original 20-year term to an approximately three-year term. During 2006, the Louisville, Kentucky independent practice association notified the Company that it would be dissolving. The Company managed the independent practice association

F-40

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

3. Significant Accounting Policies and Practices (Continued)

through December 31, 2006. Service agreement rights are recorded as other intangible assets on the accompanying consolidated balance sheets and were fully amortized as of December 31, 2006. Amortization expense was $148,000 and $297,000 for the years ended December 31, 2006 and 2005, respectively. See Note 6 for further discussion of service agreement rights.

Minority Interests

        The consolidated financial statements include all assets, liabilities, revenues and expenses of surgical facilities in which the Company has sufficient ownership and rights to allow the Company to consolidate the surgical facilities. The Company has recorded minority interests in the earnings (losses) of such surgical facilities.

Investments in and Advances to Affiliates

        As of August 23, 2007 and December 31, 2007, 2006 and 2005, the Company held non-controlling interests in seven, seven, six and seven surgical facilities, respectively, in which it exercises significant influence. The Company accounts for such investments under the equity method.

        Investments in and advances to affiliates at December 31, 2007 and 2006 include approximately $2.6 million and $2.4 million, respectively, of advances to, net investments in and a note receivable from a surgical facility that the Company manages, which are secured by substantially all of the assets of the related surgical facility.

Other Assets (Liabilities)

        Other assets at December 31, 2007 and 2006 included approximately $10.3 million and $1.7 million, respectively, related to deferred financing costs. Deferred financing costs primarily relate to the Company's senior secured credit facility and bridge facility as of December 31, 2007 and the Predecessor's former senior credit facility as of December 31, 2006. Deferred financing costs consist of prepaid interest, loan fees and other costs of financing that are amortized over the term of the related financing agreements. The deferred financing costs are amortized as interest expense on the accompanying consolidated statements of operations.

        Other (liabilities) assets at December 31, 2007 and 2006 also included approximately $(3.6 million) and $795,000, respectively, related to the fair value of the Company's interest rate swaps in effect at those dates. The Company's interest rate swap agreements were entered into to reduce the interest rate risk associated with the interest rate on the Company's senior secured credit facility. See Note 8 for further discussion of the Company's interest rate swap.

Comprehensive Income

        The Company reports other comprehensive income as a measure of changes in stockholders' equity that result from recognized transactions. Other comprehensive income of the Company results from adjustments due to the fluctuation of the value of the Company's interest rate swap accounted for under Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended ("SFAS No. 133"). The Predecessor entered into the interest rate swap during the third quarter of 2005. The value of the interest rate swap was recorded as a long-term

F-41

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

3. Significant Accounting Policies and Practices (Continued)

asset of $485,000, net of taxes of approximately $310,000 at December 31, 2006. As a result of the Merger, the Company terminated the interest rate swap on August 23, 2007. The Company entered into a new interest rate swap agreement on October 31, 2007. The value of the interest rate swap was recorded as a long-term liability of $2.2 million, net of a tax benefit of approximately $1.4 million at December 31, 2007. The Company records the value of the interest rate swap as accumulated other comprehensive income in the accompanying consolidated balance sheet. See Note 8 for further discussion of the Company's interest rate swap.

Revenues

        Revenues by service type consist of the following for the periods indicated (in thousands):

								Predecessor
				Predecessor
								Year Ended December 31,
		August 24, 2007 to December 31, 2007		January 1, 2007 to August 23, 2007		Year Ended December 31, 2007 (Combined)
								2006		2005
Patient service revenues		$	101,446	$	187,825	$	289,271	$	269,924	$	229,313
Physician service revenues			2,193		3,430		5,623		4,525		4,325
Other service revenues			3,001		6,410		9,411		10,938		8,239
	Total revenues	$	106,640	$	197,665	$	304,305	$	285,387	$	241,877

Patient Service Revenues

        Approximately 95% of the Company's revenues are patient service revenues. Patient service revenues are revenues from surgical or diagnostic procedures performed in each of the facilities that the Company consolidates for financial reporting purposes. The fee charged for a procedure varies depending on the procedure, but usually includes all charges for usage of an operating room, a recovery room, special equipment, supplies, nursing staff and medications. Also, in a very limited number of surgical facilities, the Company charges for anesthesia services. The fee does not normally include professional fees charged by the patient's surgeon, anesthesiologist or other attending physician, which are billed directly by such physicians to the patient or third-party payor. Patient service revenues are recognized on the date of service, net of estimated contractual adjustments and discounts for third-party payors, including Medicare and Medicaid. Changes in estimated contractual adjustments and discounts are recorded in the period of change.

F-42

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

3. Significant Accounting Policies and Practices (Continued)

        The following table sets forth by type of payor the percentage of the Company's patient service revenues generated in 2007, 2006 and 2005 for surgical facilities in which the Company owned an interest as of December 31:

					Predecessor
Payor:		2007			2006			2005
Private insurance			73	%		76	%		76	%
Government			21			19			19
Self-pay			4			3			4
Other			2			2			1
	Total		100	%		100	%		100	%

Physician Service Revenues

        Physician service revenues are revenues from physician networks consisting of reimbursed expenses, plus participation in the excess of revenue over expenses of the physician networks, as provided for in the Company's service agreements with the Company's physician networks. Reimbursed expenses include the costs of personnel, supplies and other expenses incurred to provide the management services to the physician networks. The Company recognizes physician service revenues in the period in which reimbursable expenses are incurred and in the period in which the Company has the right to receive a percentage of the amount by which a physician network's revenues exceed its expenses. Physician service revenues are based on net billings with any changes in estimated contractual adjustments reflected in service revenues in the subsequent period.

        Physician service revenues consist of the following for the periods indicated (in thousands):

										Predecessor
				Predecessor
										Year Ended December 31,
	August 24, 2007 to December 31, 2007			January 1, 2007 to August 23, 2007			Year Ended December 31, 2007 (Combined)
										2006			2005
Professional services revenues	$	6,312		$	9,931		$	16,243		$	13,281		$	12,619
Contractual adjustments		(3,016	)		(4,669	)		(7,685	)		(6,145	)		(5,680	)
Clinic revenue		3,296			5,262			8,558			7,136			6,939
Medical group retainage		(1,103	)		(1,832	)		(2,935	)		(2,611	)		(2,614	)
Physician service revenues	$	2,193		$	3,430		$	5,623		$	4,525		$	4,325

Other Service Revenues

        Other service revenues consists of management and administrative service fees derived from the non-consolidated surgical facilities that the Company accounts for under the equity method, management of surgical facilities in which the Company does not own an interest and management services the Company provides to physician networks for which the Company is not required to provide capital or additional assets. The fees the Company derives from these management arrangements are

F-43

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

3. Significant Accounting Policies and Practices (Continued)

based on a pre-determined percentage of the revenues of each surgical facility and physician network. The Company recognizes other service revenues in the period in which services are rendered.

Stock-Based Compensation

        The Predecessor adopted SFAS No. 123(R), "Share-Based Payment" ("SFAS No. 123 (R)"), on January 1, 2006. SFAS No. 123(R) requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value is estimated using an option pricing model, which uses several different estimates and assumptions to determine the fair value of the award. See Note 9 for further discussion of the Company's stock-based compensation.

Income Taxes

        Income taxes are computed based on the asset and liability method of accounting whereby deferred tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. From time to time, the Company enters into transactions whereby the tax treatment of such transactions under the Internal Revenue Code or applicable state tax law is uncertain. The Company recognizes the tax treatment of these transactions in accordance with FIN 48, "Accounting for Uncertainty in Income Taxes." See Note 10 for further information on income taxes.

Supplemental Cash Flow Information

        The Company made income tax payments of $172,000, $8.1 million, $9.6 million and $2.4 million for the periods ended December 31, 2007 and August 23, 2007 and the years ended December 31, 2006 and 2005, respectively. The Company made interest payments of $9.7 million, $4.4 million, $7.7 million and $6.1 million for the periods ended December 31, 2007 and August 23, 2007 and the years ended December 31, 2006 and 2005, respectively. The Company entered into capital leases of $87,000, $821,000, $889,000 and $989,000 of equipment for the periods ended December 31, 2007 and August 23, 2007 and the years ended December 31, 2006 and 2005, respectively.

        On August 23, 2007, two members of management of Symbion, Inc. made a rollover contribution of shares of the Predecessor's stock with a basis of $2,000 and a fair market value of $3.2 million.

        During 2005, the Predecessor issued 21,649 shares of its common stock to various physician owners of its surgical facilities in cashless exercises of warrants.

Recently Issued Accounting Pronouncements

        In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The provisions for SFAS No. 157 are to be applied prospectively as of the beginning of the fiscal year in which they are initially applied, except in limited circumstances including certain positions in financial instruments that trade in active

F-44

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

3. Significant Accounting Policies and Practices (Continued)

markets as well as certain financial and hybrid financial instruments initially measured under SFAS No. 133, using the transaction price method. In these circumstances, the transition adjustment, measured as the difference between the carrying amounts and the fair values of those financial instruments at the date SFAS No. 157 is initially applied, shall be recognized as a cumulative-effect adjustment to the opening balance of retained earnings for the fiscal year in which SFAS No. 157 is initially applied. The Company does not anticipate that the adoption of SFAS No. 157 will have a material impact on the Company's results of operations or financial position.

        On February 12, 2008, the FASB issued FASB Staff Position No. FAS 157-2, "Effective Date of FASB Statement No. 157" ("FSP FAS 157-2"). With the issuance of FSP FAS 157-2, the FASB agreed to: (a) defer the effective date in SFAS No. 157 for one year for certain nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), and (b) remove certain leasing transactions from the scope of SFAS No. 157. The deferral is intended to provide the FASB time to consider the effect of certain implementation issues that have arisen from the application of SFAS No. 157 to these assets and liabilities.

        In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115" ("SFAS No. 159"). SFAS No. 159 permits a company to choose to measure many financial instruments and certain other items at fair value at specified election dates. Most of the provisions in SFAS No. 159 are elective; however, it applies to all companies with available-for-sale and trading securities. A company will report unrealized gains and losses on items for which the fair value option has been elected in earnings (or another performance indicator if the company does not report earnings) at each subsequent reporting date. The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments. SFAS No. 159 is effective as of the beginning of a company's first fiscal year beginning after November 15, 2007. The Company does not anticipate that the adoption of SFAS No. 159 will have a material impact on the Company's results of operations or financial position.

        In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations" ("SFAS No. 141(R)"). SFAS No. 141(R) retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in the purchase accounting as well as requiring the expensing of acquisition-related costs as incurred. Furthermore, SFAS No. 141(R) provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. While the Company has not yet fully evaluated the impact that SFAS No. 141(R) will have on its results of operations or financial position, the Company will be required to expense transaction costs related to any future acquisitions beginning January 1, 2009.

        In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—An Amendment of ARB No. 51" ("SFAS No. 160"). SFAS No. 160 amends Accounting Research Bulletin ("ARB") No. 51, "Consolidated Financial Statements" ("ARB No. 51")

F-45

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

3. Significant Accounting Policies and Practices (Continued)

to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Additionally, SFAS No. 160 changes the method by which the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest.

        SFAS No. 160 requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent's owners and the interests of the noncontrolling owners of a subsidiary, including a reconciliation of the beginning and ending balances of the equity attributable to the parent and the noncontrolling owners and a schedule showing the effects of changes in a parent's ownership interest in a subsidiary on the equity attributable to the parent. SFAS No. 160 does not change ARB No. 51's provisions related to consolidation purposes or consolidation policy, or the requirement that a parent consolidate all entities in which it has a controlling financial interest. SFAS No. 160 does, however, amend certain of ARB No. 51's consolidation procedures to make them consistent with the requirements of SFAS No. 141(R) as well as to provide definitions for certain terms and to clarify some terminology. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. SFAS No. 160 must be applied prospectively as of the beginning of the fiscal year in which it is initially applied, except for the presentation and disclosure requirements, which must be applied retrospectively for all periods presented. The Company has not yet evaluated the impact that SFAS No. 160 will have on its results of operations or financial position.

Reclassifications

        Certain reclassifications have been made to the prior year financial statements to conform to the 2007 presentation. The reclassifications had no impact on the Company's financial position or results of operations.

4. Acquisitions and Developments

        During the period August 24, 2007 through December 31, 2007, the Company acquired a majority interest in two surgical facilities, purchased additional management rights at three of its existing surgical facilities and opened three surgical facilities that the Company developed. During the period January 1, 2007 to August 23, 2007, the Predecessor acquired an incremental 55.0% ownership in a surgical facility. During 2006, the Predecessor acquired three surgical facilities and opened one surgical facility that it developed. During 2005, the Predecessor acquired six surgical facilities and opened one

F-46

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

4. Acquisitions and Developments (Continued)

additional surgical facility that it developed. The following table summarizes the allocation of the aggregate purchase price of acquisitions for the periods indicated (in thousands):

										Predecessor
				Predecessor
										Year Ended December 31,
	August 24, 2007 to December 31, 2007			January 1, 2007 to August 23, 2007			Year Ended December 31, 2007 (Combined)
										2006			2005
Fair value of assets acquired	$	11,475		$	19,097		$	30,572		$	55,384		$	62,425
Liabilities assumed		(1,658	)		(4,127	)		(5,785	)		(8,773	)		(11,983	)
Net assets acquired	$	9,817		$	14,970		$	24,787		$	46,611		$	50,442

        The cash for the acquisitions was financed primarily through the proceeds from the Merger, the Predecessor's senior credit facility and funds from operations. The proceeds from the Merger include equity contributions by Crestview and its affiliated funds and co-investors and proceeds from the senior secured credit and bridge facilities.

        These acquisitions were accounted for under the purchase method of accounting and, accordingly, the results of operations of the acquired businesses are included in the accompanying consolidated financial statements from their respective dates of acquisitions. These acquisitions placed the Company in new markets or expanded the Company's presence in current markets.

        Included in the acquisitions discussed above were the following transactions:

2007 Significant Activity

        On August 24, 2007, the Company acquired a 52.6% ownership in the Surgery Center of Pennsylvania, LLC, a multi-specialty surgical facility in Havertown, Pennsylvania, for $4.1 million. The Surgery Center of Pennsylvania has four operating rooms and one treatment room. On December 19, 2007, the Company acquired a 71.5% interest in The Surgery Center, LLC, a multi-specialty surgical facility in Columbus, Georgia, for $141,000 and merged the operations of this surgical facility into an existing surgical facility in the same market. The Company owns a majority interest in these acquired entities and consolidates these facilities for financial reporting purposes. On December 27, 2007, the Company acquired additional management rights in three of its existing surgical facilities located in California. The aggregate purchase price for these management rights was $4.8 million. The purchase price for all of these acquisitions was financed with proceeds from the Merger. During the period September 2007 through December 2007, the Company also opened three surgical facilities that it developed. The Company owns a majority interest in one of these developed surgical facilities and consolidates it for financial reporting purposes. The Company's investment related to these surgical facilities opened was approximately $4.2 million and was financed with funds from operations. The initial purchase price allocations for the above referenced transactions are preliminary and subject to change.

        On June 30, 2007, the Predecessor acquired an incremental 55.0% ownership in the Cape Coral Ambulatory Surgery Center, LLC, a multi-specialty surgical facility located in Cape Coral, Florida, in which the Company already owned 10.0%. The purchase price was $17.0 million, including $1.7 million

F-47

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

4. Acquisitions and Developments (Continued)

of assumed debt, and was financed with additional debt under the Predecessor's senior credit facility. The surgical facility has five operating rooms and six treatment rooms. The Predecessor began consolidating this surgical facility for financial reporting purposes on June 30, 2007. The initial purchase price allocation is preliminary and subject to change.

2006 Significant Activity

        During the first quarter of 2006, the Predecessor acquired a majority interest in Cypress Surgery Center, LLC, a multi-specialty surgical facility located in Wichita, Kansas. The Predecessor acquired its ownership interest for approximately $10.1 million, using funds from operations and funds available under the Predecessor's senior credit facility. Cypress Surgery Center, LLC has six operating rooms and two minor procedure rooms.

        During the second quarter of 2006, the Predecessor acquired a majority interest in The Center for Special Surgery, LLC, a multi-specialty surgical facility located in Greenville, South Carolina. The Predecessor acquired its ownership interest for approximately $14.3 million, using funds from operations and funds available under the Predecessor's senior credit facility. The Center for Special Surgery, LLC has two operating rooms and one minor procedure room.

        During the fourth quarter of 2006, the Predecessor acquired a majority interest in Animas Surgical Hospital, LLC, for approximately $22.2 million, using funds from operations and funds available under the Predecessor's senior credit facility. Animas Surgical Hospital, LLC is a multi-specialty surgical hospital located in Durango, Colorado.

2005 Significant Activity

        During the first quarter of 2005, the Predecessor acquired a majority interest in Atlanta Center for Reconstructive Foot and Ankle Surgery, LLC and acquired a minority interest in Roswell Center for Foot and Ankle Surgery, LLC, a surgical facility under development that opened in February 2005. The Predecessor acquired its ownership interests in these two surgical facilities for an aggregate of approximately $5.7 million, using funds from operations and funds available under the Predecessor's senior credit facility. Both the Atlanta Center for Reconstructive Foot and Ankle Surgery, LLC and the Roswell Center for Foot and Ankle Surgery, LLC have two operating rooms. Both surgical facilities are single-specialty surgical facilities and are located in the northern suburbs of Atlanta, Georgia.

        During August 2005, the Predecessor completed its acquisition of interests in five surgical facilities in Southern California for approximately $49.2 million. As part of this transaction, the Predecessor acquired a majority interest in three surgical facilities and acquired a minority interest in two surgical facilities under development that opened in June 2004 and October 2004, respectively. In addition to the five surgical facilities, the Predecessor also acquired a minority interest in a surgical facility that was under development.

5. Discontinued Operations and Dispositions

        From time to time, the Company evaluates its portfolio of surgical facilities to ensure the facilities are performing as the Company expects. During 2006 and the first quarter of 2007, the Company identified six underperforming facilities consisting of five ambulatory surgery centers and one diagnostic

F-48

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

5. Discontinued Operations and Dispositions (Continued)

center that the Company consolidates for financial reporting purposes. The Company consequently committed to a plan to divest the Company's interest in these facilities. The five surgical facilities and the diagnostic center are recorded as discontinued operations. As of December 31, 2007 and 2006, the Company had three and four facilities, respectively, classified as discontinued operations.

        During June 2007, the Company sold its interest in the diagnostic center for a net loss on disposal of approximately $153,000. The Company received the proceeds for the sale in July 2007. In 2006, the Company sold its interest in two surgical facilities for a net loss on disposal of approximately $177,000.

        The results of operations and the loss on the disposal of the interests in the two surgical facilities and one diagnostic center that the Company divested during 2006 and 2007 are presented net of income taxes in the accompanying consolidated financial statements as discontinued operations in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. The accompanying consolidated financial statements have been reclassified to conform to this presentation for all periods presented. These required reclassifications of prior period consolidated financial statements did not impact total assets, liabilities, stockholders' equity, net income or cash flows. Revenues, the gain or loss on operations before income taxes, the gain or loss on operations, net of taxes, the gain or loss on the sale from discontinued operations, net of taxes, and the total gain or loss from discontinued operations, net of taxes for the periods ended December 31, 2007 and August 23, 2007 and the years ended December 31, 2006 and 2005 were as follows (in thousands):

										Predecessor
				Predecessor
										Year Ended December 31,
	August 24, 2007 to December 31, 2007			January 1, 2007 to August 23, 2007			Year Ended December 31, 2007 (Combined)
										2006			2005
Revenues	$	2,722		$	7,081		$	9,803		$	19,128		$	23,867
(Loss) gain on operations before income taxes	$	(534	)	$	(988	)	$	(1,522	)	$	(1,094	)	$	2,496
(Loss) gain on operations, net of taxes	$	(351	)	$	(591	)	$	(942	)	$	(674	)	$	1,534
Gain (loss) on sale, net of taxes		82			153			235			(109	)		—
(Loss) gain from discontinued operations, net of taxes	$	(269	)	$	(438	)	$	(707	)	$	(783	)	$	1,534

        In May 2007, the Company sold one surgical facility, which was not included in discontinued operations, for a net gain of $82,000. Also during 2006, the Company divested its interest in two surgical facilities that were recorded as equity investments.

        During 2005, the Company sold its 51% ownership in a diagnostic center, located in Erie, Pennsylvania for $100,000 in cash and a $1.0 million promissory note payable to the Company on August 31, 2005. The Company received payment in full for the promissory note during the third quarter of 2005. Also during 2005, the Company closed a surgical facility located in Edmond, Oklahoma and sold the surgical facility's land and building. In connection with the closure of the surgical facilities, including the sale of the real estate, the Company recorded a net pre-tax loss of approximately $600,000 during 2005.

F-49

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

6. Goodwill and Intangible Assets

        Changes in the carrying amount of goodwill are as follows (in thousands):

Balance at December 31, 2005 (Predecessor)	$	268,312
Purchase price allocations		43,562
Finalized purchase price allocations		3,106
Balance at December 31, 2006 (Predecessor)		314,980
Purchase price allocations		14,271
Disposals		(653	)
Finalized purchase price allocations		1,220
Balance at August 23, 2007 (Predecessor)		329,818
Crestview merger adjustment, net		209,683
Purchase price allocations		8,635
Balance at December 31, 2007	$	548,136

        The purchase price allocation of $43.6 million relates to the Company's purchase of surgical facilities during 2005 and 2006. The purchase price allocations of $14.3 million for the period ended August 23, 2007 and $8.6 million for the period ended December 31, 2007 relates to the purchase of surgical facilities during 2007. Disposals of goodwill relate to surgical facilities the Company divested during the period ended August 23, 2007. As a result of the Merger, the Company recorded net goodwill of $210.0 million that was comprised of recording $540.0 million of goodwill and eliminating the Predecessor's goodwill of $330.0 million. See Note 4 for more disclosure on the Company's 2007 and 2006 acquisitions. The finalized purchase price allocation of $3.1 million and $1.2 million for 2006 and 2007, respectively, includes settlements related to working capital and other adjustments that were made for acquisitions in prior years.

        The Company's net other intangible assets was $0 and $650,000 for 2006 and 2005, respectively. Service agreement rights represent the exclusive right to operate the Louisville, Kentucky independent practice association that the Company managed prior to 2007. Amortization expense for the years ended December 31, 2006 and 2005 was $148,000 and $296,000, respectively. During 2006, the Louisville, Kentucky independent practice association notified the Company that it would be dissolving. The Company managed the independent practice association through December 31, 2006. The Company does not expect to record amortization expense during the next five years.

7. Operating Leases

        The Company leases office space and equipment for its surgical facilities, including surgical facilities under development. The lease agreements generally require the lessee to pay all maintenance, property taxes, utilities and insurance costs. The Company accounts for operating lease obligations and sublease income on a straight-line basis. Contingent obligations of the Company are recognized when specific contractual measures have been met, which is typically the result of an increase in the Consumer Price Index. Lease obligations paid in advance are included in prepaid rent. The difference between actual lease payments and straight-line lease expense over the original lease term, excluding optional renewal periods, is included in deferred rent.

F-50

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

7. Operating Leases (Continued)

        The future minimum lease payments under non-cancelable operating leases at December 31, 2007 are as follows (in thousands):

2008		$	19,409
2009			18,432
2010			17,846
2011			17,049
2012			16,258
Thereafter			46,928
	Total minimum lease payments	$	135,922

        Total rent and lease expense was $7.7 million, $13.3 million, $19.3 million and $16.8 million for the periods ended December 31, 2007 and August 23, 2007 and for the years ended December 31, 2006 and 2005, respectively. The Company incurred rental expense of $1.6 million, $3.1 million, $4.5 million and $4.6 million under operating leases with physician investors and an entity that is an affiliate of one of the Company's former directors for the periods ended December 31, 2007 and August 23, 2007 and the years ended December 31, 2006 and 2005, respectively.

8. Long-Term Debt

        The Company's long-term debt is summarized as follows (in thousands):

				Predecessor
	December 31, 2007			December 31, 2006
Senior secured credit facility	$	249,375		$	—
Bridge facility		175,000			—
Former senior credit facility		—			129,000
Notes payable to banks		8,817			5,685
Secured term loans		504			803
Capital lease obligations		3,258			3,153
		436,954			138,641
Less current maturities		(8,029	)		(2,108	)
	$	428,925		$	136,533

Senior Secured Credit Facility

        On August 23, 2007, the Company entered into a new $350.0 million senior secured credit facility with a syndicate of banks. The senior secured credit facility extends credit in the form of two term loans of $125.0 million each (the first, the Tranche A Term Loan and the second, the Tranche B Term Loan) and a $100.0 million revolving, swingline and letter of credit facility (the "Revolving Facility"). The swingline facility is limited to $10.0 million and the swingline loans are available on a same-day basis. The letter of credit facility is limited to $10.0 million. The Company is the borrower under the senior secured credit facility, and all of our wholly-owned subsidiaries are guarantors. Under the terms

F-51

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

8. Long-Term Debt (Continued)

of the senior secured credit facility, entities that become wholly-owned subsidiaries must also guarantee the debt.

        The Tranche A Term Loan matures on August 23, 2013, the Tranche B Term Loan matures on August 23, 2014 and the Revolving Facility matures on August 23, 2013. The Tranche A Term Loan requires quarterly principal payments of $312,500 beginning December 31, 2007 through September 30, 2009, quarterly payments of $1.6 million from December 31, 2009 through September 30, 2010, quarterly payments of $4.7 million from December 31, 2010 through September 30, 2011, quarterly payments of $6.3 million from December 31, 2011 through September 30, 2012, quarterly payments of $18.1 million from December 31, 2012 through June 30, 2013 and a balloon payment of $18.1 million on August 23, 2013. The Tranche B Term Loan requires quarterly principal payments of $312,500 from December 31, 2007 through June 30, 2014 and a balloon payment of $116.6 million on August 23, 2014.

        At the Company's option, the term loans bear interest at the lender's alternate base rate in affect on the applicable borrowing date plus an applicable alternate base rate margin, or Eurodollar rate in effect on the applicable borrowing date, plus an applicable Eurodollar rate margin. Both the applicable alternate base rate margin and applicable Eurodollar rate margin will vary depending upon the ratio of the Company's total indebtedness to consolidated EBITDA.

        The senior secured credit facility permits the Company to declare and pay dividends only in additional shares of its stock except for the following exceptions. Restricted subsidiaries, as defined in the credit agreement, may declare and pay dividends ratably with respect to their capital stock. The Company may declare and pay cash dividends or make other distributions to Holdings provided the proceeds are used by Holdings to (i) purchase or redeem equity interest of Holdings acquired by former or current employees, consultants or directors of Holdings, the Company or any restricted subsidiary or (ii) pay principal or interest on promissory notes that were issued in lieu of cash payments for the repurchase or redemption of such equity instruments, provided that the aggregate amount of such dividends or other distributions shall not exceed $3.0 million in any fiscal year. Any unused amounts that are permitted to be paid under this provision are available to be carried over to subsequent fiscal years provided that certain conditions are met. The Company may also make payments to Holdings to pay franchise taxes and other fees required to maintain its corporate existence provided such payments do not exceed $3.0 million in any calendar year and also make payments in the amount necessary to enable Holdings to pay income taxes directly attributable to the operations of the Company and to make $1.0 million in annual advisory and management agreement payments. The Company may also make additional payments to Holdings in the aggregate amount of $5.0 million throughout the term of the senior secured credit facility.

        As of December 31, 2007, the amount outstanding under the senior secured credit facility was $249.4 million and the interest rate on the borrowings was 8.2%. The $100.0 million revolving facility includes a non-use fee of 0.5% of the portion of the facility not used. The Company pays this fee quarterly. As of December 31, 2007, the amount available under the Revolving Facility was $100.0 million.

F-52

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

8. Long-Term Debt (Continued)

        In October 2007, the Company entered into an interest rate swap agreement to protect the Company against certain interest rate fluctuations of the LIBOR rate on $150.0 million of the Company's variable rate debt under the senior secured credit facility. The effective date of the interest rate swap was October 31, 2007, and it is scheduled to expire on October 31, 2010. The interest rate swap effectively fixes our LIBOR interest rate on the $150.0 million of variable debt at a rate of 4.7% and is being accounted for as a cash flow hedge. The Company has recognized the fair value of the interest rate swap as a long-term liability of approximately $3.6 million at December 31, 2007. If the Company materially modifies its interest rate swap agreement or the senior secured credit facility, the Company could be required to record the fair value of the interest rate swap into its statement of operations. However, at this time, the Company does not intend to materially modify its interest rate swap or senior secured credit facility.

Bridge Facility

        The Company also entered into an interim $175.0 million bridge loan credit agreement on August 23, 2007. The loan matures on August 23, 2008 and bears interest at the bank's base rate plus an initial margin of 3.0% or the Eurodollar rate plus an initial margin of 4.0%. The margin will increase by 0.5% per annum at the end of the six-month period following August 23, 2007 and shall increase by an additional 0.5% per annum at the end of each three-month period thereafter until maturity subject to a maximum rate of 11.0%. Amounts repaid or prepaid may not be reborrowed. All of the Company's wholly-owned subsidiaries are guarantors of the bridge facility. Under the terms of the bridge facility, entities that become wholly-owned subsidiaries must also guarantee the debt. As of December 31, 2007, $175.0 million was outstanding under the bridge facility and with an interest rate of 8.9%.

        In the event that the loan is still outstanding as of the maturity date, the principal plus unpaid interest not required to be paid will be converted into term loans that mature on August 23, 2015. The term loans will be senior unsecured obligations of the Company and will be guaranteed by the Company's wholly-owned subsidiaries. Through September 1, 2011, we may elect to (i) pay interest quarterly in cash, (ii) increase the principal amount of the term loans by 100% of the interest due or (iii) make a cash interest payment for 50% of the interest due and increase the principal amount of the terms loans by the remaining 50% of interest due. Term loans will bear interest at the alternate rate plus the alternate base rate margin or the Eurodollar rate plus the Eurodollar rate margin. Term loans where any portion of the interest is paid by increasing the principal amount of the term loan by such interest shall bear interest at the same rate as all other term loans plus 75 basis points.

        After August 23, 2011, all interest payments are payable in cash only. Mandatory principal payments may be required, beginning after August 23, 2012, if the notes are considered applicable high yield discount obligations under the IRS code. The Company may elect to redeem up to 35% of the term loans at any time before August 23, 2010 at a redemption price of 100% of the principal amount plus a premium equal to the annual coupon of the notes, plus interest. The Company may redeem all or part of the term loans in 2011 at a premium of 50% of the annual coupon on the loans, in 2012 at 25% of the annual coupon on the notes, and in 2013 and thereafter at 100%. The Company is also required to make a prepayment offer in the event of a change of control.

        At December 31, 2007, the Company was in compliance with all material covenants required by each long-term debt agreement.

F-53

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

8. Long-Term Debt (Continued)

Former Senior Credit Facility

        In April 2006, the Predecessor amended its former senior credit facility to increase the Company's borrowing capacity from $150.0 million to $195.0 million. The Predecessor was the borrower under the senior credit facility, and all of its active wholly-owned subsidiaries were guarantors. Under the terms of the senior credit facility, entities that become wholly-owned subsidiaries also guaranteed the debt. As a result of the Merger, all of the outstanding debt under this facility matured and was repaid on August 23, 2007.

        The senior credit facility provided senior secured financing of up to $195.0 million through a revolving credit line. Up to $2.0 million of the senior credit facility was available for the issuance of standby letters of credit, and up to $5.0 million of the senior credit facility was available for swingline loans. The swingline loans were made available by Bank of America as the swingline lender on a same-day basis in minimum principal amounts of $100,000 and integral multiples of $100,000 in excess thereof. The Predecessor was required to repay each swingline loan in full upon the demand of the swingline lender. At December 31, 2006, the Predecessor had $129.0 million of outstanding debt under the senior credit facility. At the Predecessor's option, the interest rate for loans under the senior credit facility was either at Bank of America's base rate or the Eurodollar rate in effect on the applicable borrowing date, plus an applicable base rate or Eurodollar rate margin. Both the applicable base rate margin and applicable Eurodollar rate margin varied depending upon the ratio of our consolidated funded indebtedness to consolidated EBITDA.

        During 2005, the Predecessor entered into an interest rate swap agreement. The interest rate swap protected the Predecessor against certain interest rate fluctuations of the LIBOR rate on $50.0 million of the Predecessor's variable rate debt under the former senior credit facility. The effective date of the interest rate swap was August 26, 2005, and it was scheduled to expire on March 21, 2010. The interest rate swap effectively fixed the Predecessor's LIBOR interest rate on the $50.0 million of variable debt at a rate of 4.5%. The Predecessor recognized the fair value of the interest rate swap as a long-term asset of approximately $795,000 at December 31, 2006. As a result of the Merger on August 23, 2007, the Company terminated this interest rate swap agreement. The Company received $177,000 upon the termination of the interest rate swap, which was recorded as a reduction in goodwill in connection with the Merger.

Notes Payable to Banks

        A subsidiary of the Company has outstanding indebtedness to Synergy Bank under two notes (the "Mortgage Notes"). The Mortgage Notes are collateralized by the real estate owned by the surgical facilities to which the loans were made. The Mortgage Notes mature in 2008 and 2010 and bear interest at a rate of 6.7% per year. The aggregate outstanding principal balance under the Mortgage Notes was $3.5 million and $4.2 million at December 31, 2007 and 2006, respectively. The Mortgage Notes contain various covenants to maintain certain financial ratios and also restrict encumbrance of assets, creation of indebtedness, investing activities and payment of distributions.

        During January 2007, a subsidiary of the Company entered into a line of credit with advances available of up to $3.5 million to fund construction for a surgical facility with Synergy Bank. The balance outstanding at December 31, 2007 was $2.7 million with an interest rate of 7.5% and was collateralized by the real estate owned by the surgical facility to which the loan was made. This line matured on January 23, 2008. Upon maturity, the note was converted to a monthly promissory note

F-54

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

8. Long-Term Debt (Continued)

and on March 3, 2008 was converted into a $3.0 million note (the "New Mortgage Note") between the subsidiary of the Company and Synergy Bank that matures in March 2013 and bears interest at 6.5%. The line of credit contains various covenants to maintain certain financial ratios and also restrict encumbrance of assets, creation of indebtedness, investing activities and payment of distributions. As of December 31, 2007, the book value of real estate securing Mortgage Notes and the New Mortgage Note totaled $13.9 million.

Capital Lease Obligations

        The Company is liable to various vendors for several equipment leases. The outstanding balance related to these capital leases at December 31, 2007 and 2006 was $3.3 million and $3.2 million, respectively. The leases have interest rates ranging from 3% to 17% per annum. The carrying value of property and equipment under capital leases at December 31, 2007 and 2006 was $4.1 million and $4.0 million, respectively.

Other Long-Term Debt Information

        Scheduled maturities of obligations as of December 31, 2007 are as follows (in thousands):

	Long-term Debt			Capital Lease Obligations			Total
2008	$	6,879		$	1,276		$	8,155
2009		5,173			1,138			6,311
2010		13,997			820			14,817
2011		21,709			257			21,966
2012		38,125			32			38,157
Thereafter		347,813			16			347,829
		433,696			3,539			437,235
Less current maturities		(6,879	)		(1,150	)		(8,029	)
Amounts representing interest		—			(281	)		(281	)
	$	426,817		$	2,108		$	428,925

9. Stockholders' Equity

        Effective on August 23, 2007, Holdings owns all of the common stock of the Company. The holder of common stock is entitled to one vote per share on all matters on which it is entitled to vote and does not have cumulative voting rights. The holder of common stock has no preemptive, conversion, redemption or sinking fund rights.

Predecessor Capital

        The holders of Predecessor common stock were entitled to one vote per share on all matters on which stockholders were entitled to vote and did not have cumulative voting rights. The holders of Predecessor common stock had no preemptive, conversion, redemption or sinking fund rights.

        As of December 31, 2006, the Predecessor had outstanding warrants to purchase 63,901 shares of common stock of the Predecessor at exercise prices ranging from $6.77 to $13.87 per share. All

F-55

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

9. Stockholders' Equity (Continued)

warrants outstanding at December 31, 2006 were exercisable and would have expired beginning in 2008 through 2009.

        As a result of the Merger, the Predecessor stockholders received $22.35 per share in cash and all option and warrant holders, except to the extent such holders elected to rollover options, received the difference between $22.35 per share and the per share exercise price of the option or warrant. As discussed in Note 1, certain members of management elected to make a rollover equity contribution of common stock and options.

Stock Options

Overall Description

        On January 1, 2006, the Predecessor adopted SFAS No. 123(R). SFAS No. 123(R) requires the Company to recognize, in the financial statements, the cost of employee services received in exchange for awards of equity instruments based on the fair value of those awards. Prior to January 1, 2006, the Predecessor used the intrinsic value method prescribed in Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," to account for these equity instruments. Under the intrinsic value method, the Predecessor recognized no compensation expense for options granted when the exercise price was equal to the market price of the underlying stock on the date of grant. The exercise price of all of the options granted by the Predecessor has been equal to the fair market value of the Predecessor's common stock on the date of grant. Therefore, the Predecessor did not recognize any expense related to stock option grants in its financial statements prior to January 1, 2006.

        The Predecessor used the modified prospective method of adoption, and the Company uses the Black-Scholes option pricing model to value any options awarded subsequent to adoption of SFAS No. 123(R). Under the modified prospective method, compensation cost is recognized under SFAS No. 123(R) for all share- based payments granted or modified after January 1, 2006, but is based on the requirements of SFAS No. 123, "Accounting for Stock-Based Compensation," for all unvested awards granted prior to the effective date of SFAS No. 123(R). The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. All option pricing models require the input of highly subjective assumptions including the expected stock price volatility and the expected exercise patterns of the option holders.

        The Company is a participant in the Symbion Holdings Corporation 2007 Equity Incentive Plan (the "2007 Plan"). In connection with the Merger, certain members of Predecessor's management rolled over 974,396 predecessor options into the 2007 Plan. The rollover options were exchanged for 611,799 options under the 2007 Plan. The conversion ratio was determined by the difference between $22.35, the share price paid to stockholders on the merger date, less the exercise price of each option, ignoring options with an exercise price greater than $22.35. The aggregate sum of the difference for each option was divided by $8.50 to determine the number of rollover options. The exercise price of each rollover option is $1.50 per share and the options expire on the expiration date of the original grants.

        The Company's stock option compensation expense estimate can vary in the future depending on many factors, including levels of options and awards granted in the future, forfeitures and when option or award holders exercise these awards and depending on whether performance targets are met and a liquidity event occurs.

F-56

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

9. Stockholders' Equity (Continued)

        On August 31, 2007, Holdings granted 1,302,317 time-vested options and 1,606,535 performance vested options to certain employees of the Company. The maximum contractual term of the options is ten years, or earlier if the employee terminates employment before that time. The time-vested options vest over a five-year period with 20% of the options vesting each year. The Company's policy is to recognize compensation expense over the straight line method. The performance vested options shall vest and become exercisable upon a liquidity event and the obtainment of internal rate of return targets as defined in the 2007 Plan. In accordance with Financial Accounting SFAS No. 123(R), no expense has been recorded in the statement of operations for the performance based shares as the conditions for vesting are not probable.

        The Predecessor's stock options vested over the related requisite service period, which was generally four years. The maximum contractual term of the Predecessor's options was either seven or ten years depending on the grant, or earlier if the employee terminates employment before that time. The Predecessor historically granted stock options with an exercise price equal to the fair market value of the Predecessor's common stock on the date of grant.

        During the period from January 1, 2007 to August 23, 2007, the Predecessor's Compensation Committee granted approximately 265,430 options and 65,064 shares of restricted stock to certain employees of the Predecessor. The exercise price of the options was $18.32 per share, which was equal to the fair market value of the Predecessor's common stock on the grant date. All of these options were either paid out as the result of the Merger or were rolled over and exchanged for new options of Holdings on August 23, 2007. Additionally, all of the shares of restricted stock were paid out as the result of the Merger.

        During 2006, the Predecessor's Compensation Committee granted options to purchase 427,700 shares of the Predecessor's common stock to certain employees of the Predecessor. Also during 2006, the Predecessor's Compensation Committee granted options to purchase 23,175 shares of the Predecessor's common stock to members of the Predecessor's Board of Directors. The exercise price of the options ranged from $23.01 to $23.80 per option, which was equal to the fair market value of the Predecessor's common stock on the respective grant dates.

Valuation Methodology

        The estimated weighted average fair value per share of the time-vested options at the date of grant for the periods from August 24 to December 31, 2007 was $4.91 and $6.91 from January 1 to August 23, 2007. The estimated weighted average fair values of the options at the date of grant in 2006 and 2005 were $10.65 and $7.25 per share, respectively. The fair values of the options were derived using the Black-Scholes option pricing model and requirements discussed in SFAS No. 123(R) and SFAS No. 123. In applying the Black- Scholes option pricing model, the Company used the following assumptions:

Weighted average risk-free interest rate

        The risk-free interest rate is used as a component of the fair value of stock options to take into account the time value of money. For the risk-free interest rate, the Company uses the implied yield on United States Treasury zero-coupon issues with a remaining term equal to the expected life, in years, of the options granted. The Company used a weighted average risk-free interest rate of 4.4% and 5.1% for the stock options valued during the period from August 24 to December 31, 2007 and the period

F-57

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

9. Stockholders' Equity (Continued)

January 1 to August 2007, respectively and 4.6% and 3.8% for the years ended December 31, 2006 and 2005, respectively.

Expected volatility

        Volatility, for the purpose of stock-based compensation, is a measurement of the amount that a share price has fluctuated. Expected volatility involves reviewing historical volatility and determining what, if any, change the share price will have in the future. SFAS No. 123(R) recommended that companies such as Holdings, whose common stock is not publicly traded or had a limited public stock trading history, use average volatilities of similar entities. As a result, the Company has used the average volatilities of some of its competitors as an estimate in determining stock option fair values. The Company used an expected volatility of 42.0% for the period August 24 to December 31, 2007 and 32.6% for the period January 1 to August 23, 2007, 35.8% and 31.8% for the stock options valued during the years ended December 31, 2006 and 2005, respectively.

Expected life, in years

        SFAS No. 123(R) requires that companies incorporate the expected life of the stock option. A clear distinction is made between the expected life of the option and the contractual term of the option. The expected life of the option is considered the amount of time, in years, that the option is expected to be outstanding before it is exercised. Whereas, the contractual term of the stock option is the term the option is valid before it expires. The Company used an expected life of 6.5 years for the August 31, 2007 grant and seven years for the period January 1 to August 23, 2007 and 6.5 years and six years for the years ended December 31, 2006 and 2005, respectively.

Expected dividend yield

        Since issuing dividends will affect the fair value of a stock option, SFAS No. 123(R) requires companies to estimate future dividend yields or payments. The Company has not historically issued dividends and does not intend to issue dividends in the future. Therefore, the Company has used an expected dividend yield of zero for the years ended December 31, 2007, 2006 and 2005.

Expected forfeiture rate

        The Company used an expected forfeiture rate of approximately 4% for the August 31, 2007 grant and 5% for the period January 1 to August 23, 2007 and approximately 3% for the years ended December 31, 2006 and 2005.

Pro Forma Net Income

        The Company recorded non-cash compensation expense of $409,000 for the period August 24, 2007 to December 31, 2007. Non-cash compensation expense for the Predecessor was $10.4 million for the period January 1, 2007 to August 23, 2007 and $3.9 million for the year ended December 31, 2006. After minority interest and the related tax benefit, the Company recorded a net impact of approximately $250,000 for the period August 24, 2007 to December 31, 2007 and the Predecessor recorded a net impact of approximately $6.3 million for the period January 1, 2007 to August 23, 2007 and $2.3 million for the year ended December 31, 2006. The Predecessor recorded a tax benefit of approximately $1.4 million related to its non-cash stock option compensation expense during 2006. Had

F-58

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

9. Stockholders' Equity (Continued)

the Predecessor recorded compensation expense under SFAS No. 123(R) during the year December 31, 2005, net income would have been reduced to the following pro forma amounts (in thousands):

	Predecessor
	Year Ended December 31, 2005
Net income as reported	$	19,055
Add: Total compensation expense for stock option grants included in net income, net of taxes		40
Pro forma compensation expense for stock option grants		(2,385	)
Pro forma net income	$	16,710

Outstanding Option Information

        The following is a summary of option transactions from December 31, 2004 to the date of the Merger:

		Predecessor
		Number of Shares			Weighted Average Exercise Price
December 31, 2004			1,862,550		$	13.17
	Granted		463,950			19.46
	Exercised		(327,846	)		9.59
	Expired		(45,438	)		15.95
December 31, 2005			1,953,216			15.19
	Granted		450,875			23.74
	Exercised		(347,703	)		8.64
	Expired		(108,602	)		17.97
December 31, 2006			1,947,786			18.18
	Granted		265,430			18.32
	Exercised		(730,042	)		16.60
	Expired		(508,778	)		22.75
	Rolled over		(974,396	)		17.41
August 23, 2007			—			—

        For the year ended December 31, 2006, the Company received approximately $1.3 million from the exercise of stock options. During 2006, stock options with an aggregate intrinsic value of approximately $3.9 million were exercised. The intrinsic value represents the difference between the underlying estimated fair market value and the stock option's exercise price. At December 31, 2006, total non-cash compensation cost related to non-vested stock options was approximately $4.4 million, net of taxes. The aggregate intrinsic value of options exercised for the period ended August 23, 2007 was $4.6 million.

F-59

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

9. Stockholders' Equity (Continued)

        The following is a summary of option transactions since the Merger on August 23, 2007:

Stock Options	Number of Shares		Weighted Average Exercise Price		Weighted Average Fair Value		Total Fair Value		Weighted Average Intrinsic Value		Weighted Average Remaining Contractual term
							(in thousands)				(in years)
Outstanding as of August 23, 2007		—	$	—	$	—	$	—	$	—		—
Rolled over		611,799		1.50		8.81		5,390		7.31		6.1
Granted		2,908,852		10.00		4.91		14,282		—		9.9
Exercised		—		—		—		—		—		—
Forfeited		—		—		—		—		—		—
Vested		611,799		1.50		8.81		5,390		7.31		6.1
Expired		—		—		—		—		—		—
Outstanding as of December 31, 2007		3,520,651		8.52		5.59		19,672		1.48		9.2
Exercisable at December 31, 2007		611,799		1.50		8.81		5,390		7.31		6.1
Unvested at December 31, 2007		2,908,852		10.00		4.91		14,282		—		9.9

        As of December 31, 2007, the total compensation expense related to non-vested awards not yet recognized was $5.7 million. This expense will be recognized over 4.7 years.

        For the period January 1, 2007 to August 23, 2007, the Predecessor received approximately $837,000 from the exercise of stock options. At December 31, 2007 and 2006, options to purchase 611,799 shares and 1,000,345 shares of common stock, respectively, were exercisable.

        The following table summarizes information regarding the options outstanding at December 31, 2007:

	Options Outstanding						Options Exercisable
Exercise Prices	Outstanding as of December 31, 2007		Weighted- Average Remaining Contractual Life		Weighted-Average Exercise Price		Exercisable as of December 31, 2007		Weighted-Average Exercise Price
$ 1.50		611,799		6.1	$	1.50		611,799	$	1.50
10.00		2,908,852		9.9		10.00		—		—
		3,520,651		9.2		8.52		611,799		1.50

10. Income Taxes

        The Company and its subsidiaries file a consolidated federal income tax return. The partnerships and limited liability companies file separate income tax returns. The Company's allocable portion of each partnership's and limited liability company's income or loss is included in the taxable income of the Company. The remaining income or loss of each partnership and limited liability company is allocated to the other owners. The Company made income tax payments of $172,000 and $8.1 million for the periods ended December 31, 2007 and August 23, 2007, respectively, and received income tax refunds of $9.4 million for the period ended December 31, 2007. During 2006, the Company made income tax payments of approximately $9.2 million.

F-60

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

10. Income Taxes (Continued)

        Income tax (benefit) expense from continuing operations is comprised of the following (in thousands):

										Predecessor
					Predecessor
							January 1, 2007 to December 31, 2007 (Combined)			Year Ended December 31,
		August 24, 2007 to December 31, 2007			January 1, 2007 to August 23, 2007
										2006			2005
Current:
	Federal	$	(3,347	)	$	1,199	$	(2,148	)	$	12,576		$	5,756
	State		354			348		702			1,163			1,121
Deferred			2,217			2,469		4,686			(1,485	)		3,551
	Income tax (benefit) expense	$	(776	)	$	4,016	$	3,240		$	12,254		$	10,428

        A reconciliation of the provision for income taxes as reported and the amount computed by multiplying the income (loss) before taxes by the U.S. federal statutory rate of 35% was as follows (in thousands):

				Predecessor						Predecessor
							January 1, 2007 to December 31, 2007 (Combined)
	August 24, 2007 to December 31, 2007			January 1, 2007 to August 23, 2007						Year Ended December 31,
										2006			2005
Tax at U.S. statutory rates	$	(1,307	)	$	798		$	(509	)	$	11,153		$	9,795
State income taxes, net of federal tax benefit		(171	)		90			(81	)		227			268
Change in valuation allowance		402			193			595			887			152
Non-deductible transaction costs		—			2,947			2,947			—			—
Other		300			(12	)		288			(13	)		213
	$	(776	)	$	4,016		$	3,240		$	12,254		$	10,428

F-61

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

10. Income Taxes (Continued)

        The components of temporary differences and the approximate tax effects that give rise to the Company's net deferred tax liability are as follows at December 31 (in thousands):

					Predecessor
		2007			2006
Deferred tax assets:
	Amortization	$	—		$	53
	Depreciation		281			—
	Accrued vacation		184			199
	Net operating loss carryforward		5,013			4,255
	Deferred project costs		226			105
	Deferred rent		452			1,189
	Interest rate swap		1,399			—
	Capital loss carryforward		2,994			497
	§123R		1,791			1,221
	Other deferred assets		173			4,911
Total gross deferred tax assets			12,513			12,430
Less: Valuation allowance			(8,009	)		(4,615	)
Total deferred tax assets			4,504			7,815
Deferred tax liabilities:
	Depreciation on property and equipment		—			(2,835	)
	Amortization on intangible assets		(2,575	)		—
	Basis differences of partnerships and joint ventures		(25,455	)		(12,611	)
	Other liabilities		(686	)		(228	)
Total deferred tax liabilities			(28,716	)		(15,674	)
Net deferred tax liability		$	(24,212	)	$	(7,859	)

        As of December 31, 2007, the Company has recorded current deferred tax liabilities and net non-current deferred tax liabilities of $170,000 and $24.0 million, respectively. The Company had state net operating loss carryforwards of $73.6 million as of December 31, 2007, which expire between 2012 and 2027. The Company recorded a valuation allowance against deferred tax assets at December 31, 2007 and December 31, 2006 totaling $8.0 million and $4.6 million, respectively. The valuation allowance has been provided for net operating loss carryforwards for which recoverability is deemed to be uncertain.

        The benefit for income taxes for the period ended August 23, 2007 includes approximately $8.1 million of transactions costs incurred related to the Merger that may not be deductible for tax purposes. Due to the uncertainty of the deductibility of these costs, the Company is presently treating these costs as non-deductible. The treatment of theses costs as non-deductible reduced the Company's tax benefit and increased the tax expense for the period ended August 23, 2007.

        The Company generated a net operating loss of $1.3 million during the period ended December 31, 2007. As a result, the corresponding valuation allowance increased accordingly.

F-62

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

10. Income Taxes (Continued)

Approximately $6.9 million of the valuation allowance relates to pre-merger deferred tax assets of the Company as of August 23, 2007. Accordingly, future reductions in the valuation allowance associated with a change in management's determination of the Company's ability to realize these deferred tax assets will reduce recorded goodwill related to the Merger.

        Based on prior taxable income, and expected future taxable income, management believes that it is more likely than not that the Company will generate sufficient taxable income to realize deferred tax assets after giving consideration to the valuation allowance.

        The Company recorded $(1.2) million and $1.2 million to stockholders' equity related to the exercise of stock options as a result of differences in the compensation expense deductible for federal tax purposes for the periods ended August 23, 2007 and December 31, 2006, respectively.

        The Company adopted FIN 48, "Accounting for Uncertainty in Income Taxes" on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized no material adjustment in the liability for unrecognized income tax benefits.

	(in thousands)
Unrecognized tax benefits balance at January 1, 2007	$	43
Increases for tax positions of prior years		24
Unrecognized tax benefits balance at December 31, 2007	$	67

        The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of January 1, 2007 and December 31, 2007, the Company had approximately $14,000 and $19,000 of accrued interest related to uncertain tax positions, respectively.

        Total amount of unrecognized tax benefits that would affect the Company's effective tax rate if recognized is $43,000 as of January 1, 2007 and $67,000 as of December 31, 2007. The tax years 2004 through 2006 remain open to examination by major taxing jurisdictions to which the Company is subject.

11. Employee Benefit Plans

Symbion, Inc. 401(k) Plan

        The Symbion, Inc. 401(k) Plan (the "401(k) Plan") is a defined contribution plan whereby employees who have completed six months of service in which they have worked a minimum of 1,000 hours and are age 21 or older are eligible to participate. Employees may enroll in the plan on either January 1 or July 1 of each year. The 401(k) Plan allows eligible employees to make contributions of varying percentages of their annual compensation, up to the maximum allowed amounts by the Internal Revenue Service. Eligible employees may or may not receive a match by the Company of their contributions. The match varies depending on location and is determined prior to the start of each plan year. Generally, employer contributions vest 20% after two years of service and continue vesting at 20% per year until fully vested. The Company's matching expense for the periods ended December 31, 2007 and August 23, 2007 and for the years ended December 31, 2006 and 2005, was $309,000, $583,000, $894,000 and $565,000, respectively.

F-63

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

11. Employee Benefit Plans (Continued)

Employee Stock Purchase Plan

        The Predecessor adopted an Employee Stock Purchase Plan (the "Stock Purchase Plan") to provide substantially all of the Predecessor's full-time and part-time employees an opportunity to purchase shares of its common stock in amounts not to exceed 10% of eligible compensation, 5,642 shares of common stock or $25,000 of common stock each calendar year. To be eligible to enroll in the Stock Purchase Plan, employees must: (i) have been employed six consecutive months, (ii) be scheduled to work at least twenty hours per week, (iii) be regularly scheduled to work more than five months during the year and (iv) not own 5% or more of the Predecessor's common stock. Under the Stock Purchase Plan, as amended during 2005, the participant's September 30 account balance is used to purchase shares of stock at a 5% discount of the fair market value of shares on September 30. In addition, the Predecessor could, at the discretion of the Compensation Committee of the Board of Directors, award non-qualified options to purchase the Predecessor's common stock to eligible participants. At December 31, 2006, the Predecessor had recorded a $77,000 commitment related to the Stock Purchase Plan in accrued payroll and benefits in the accompanying consolidated balance sheets. The Stock Purchase Plan became effective on the date of the Predecessor's completion of its initial public offering on February 14, 2004. The Stock Purchase Plan was terminated as a condition to the Merger.

Supplemental Retirement Savings Plan

        The Company adopted the supplemental retirement savings plan (the "SERP") in May 2005. The SERP provides supplemental retirement alternatives to eligible officers and key employees of the Company by allowing participants to defer portions of their compensation. Under the SERP, eligible employees may enroll in the plan before December 31 to be entered in the plan the following year. Eligible employees may defer into the SERP up to 25% of their normal period payroll and up to 50% of their annual bonus. If the enrolled employee contributes a minimum of 2% of his or her base salary into the SERP, the Company will contribute 2% of the enrolled employee's base salary to the plan and has the option of contributing additional amounts. Periodically, the enrolled employee's deferred amounts are transferred to a plan administrator. The plan administrator maintains separate non-qualified accounts for each enrolled employee to track deferred amounts. On May 1 of each year, the Company is required to make its contribution to each enrolled employee's account. Compensation expense recorded by the Company related to the Company's contribution to the SERP was $16,000, $30,000, $53,000, and $63,000 for periods ended December 31, 2007 and August 23, 2007 and for the years ended December 31, 2006 and 2005, respectively.

12. Commitments and Contingencies

Debt and Lease Guaranty on Non-consolidated Entities

        The Company has guaranteed $495,000 of operating lease payments of a surgical facility in which it owns a 35% interest. The lease expires in 2009. The Company has also guaranteed $4.4 million of debt of two surgical facilities under development. When the two surgical facilities receive Medicare certification, the Company's guaranty will be reduced to a pro rata amount based on the Company's ownership in the surgical facilities. In the event that the Company meets certain financial and debt service benchmarks, the guarantees at these surgical facilities will expire in 2010 and 2011.

F-64

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

12. Commitments and Contingencies (Continued)

Professional and General Liability Risks

        The Company is subject to claims and legal actions in the ordinary course of business, including claims relating to patient treatment, employment practices and personal injuries. To cover these types of claims, the Company maintains general liability and professional liability insurance in excess of self-insured retentions through a commercial insurance carrier in amounts that the Company believes to be sufficient for its operations, although, potentially, some claims may exceed the scope of coverage in effect. This insurance coverage is on a claims-made basis. Plaintiffs in these matters may request punitive or other damages that may not be covered by insurance. The Company is not aware of any such proceedings that would have a material adverse effect on the Company's business, financial condition or results of operations. The Company expenses the costs under the self-insured retention exposure for general and professional liability claims that relate to (i) deductibles on claims made during the policy period, and (ii) an estimate of claims incurred but not yet reported that are expected to be reported after the policy period expires. Reserves and provisions for professional liability are based upon actuarially determined estimates. The reserves are estimated using individual case-basis valuations and actuarial analysis. Based on historical results and data currently available, the Company does not believe a change in one or more of these assumptions will have a material impact on the Company's consolidated financial position or results of operations. As of December 31, 2007 and 2006, the Company's professional and general liability accrual for the estimate of self-insured retentions was $3.4 million and $3.1 million, respectively.

Current Operations

        Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from the Medicare, Medicaid and other federal health care programs. From time to time, governmental regulatory agencies will conduct inquiries of the Company's practices. It is the Company's current practice and future intent to cooperate fully with such inquiries. The Company is not aware of any such inquiry that would have a material adverse effect on the Company's consolidated financial position or results of operations.

Acquired Facilities

        The Company, through its wholly-owned subsidiaries or controlled partnerships and limited liability companies, has acquired and plans to continue to acquire surgical and diagnostic facilities with prior operating histories. Such surgical facilities may have unknown or contingent liabilities, including liabilities for failure to comply with health care laws and regulations, such as billing and reimbursement, fraud and abuse and similar anti-referral laws. Although the Company attempts to assure itself that no such liabilities exist and obtains indemnification from prospective sellers covering such matters and institutes policies designed to conform surgical facilities to its standards following completion of acquisitions, there can be no assurance that the Company will not become liable for past activities that may later be asserted to be improper by private plaintiffs or government agencies. There can be no assurance that any such matter will be covered by indemnification or, if covered, that the liability sustained will not exceed contractual limits or the financial capacity of the indemnifying party.

F-65

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

12. Commitments and Contingencies (Continued)

        The Company cannot predict whether federal or state statutory or regulatory provisions will be enacted that would prohibit or otherwise regulate relationships that the Company has established or may establish with other health care providers or have materially adverse effects on its business or revenues arising from such future actions. The Company believes, however, that it will be able to adjust its operations so as to be in compliance with any currently anticipated regulatory or statutory provision as may be applicable.

Potential Physician Investor Liability

        A majority of the physician investors in the partnerships and limited liability companies that operate the Company's surgical facilities carry general and professional liability insurance on a claims-made basis. Each physician investor may, however, be liable for damages to persons or property arising from occurrences at the surgical facilities. Although the various physician investors and other surgeons generally are required to obtain general and professional liability insurance with tail coverage, such individual may not be able to obtain coverage in amounts sufficient to cover all potential liability. Since most insurance policies contain exclusions, the physician investor will not be insured against all possible occurrences. In the event of an uninsured or underinsured loss, the value of an investment in the partnership interests or limited liability company membership units and the amount of distributions could be adversely affected.

13. Related Party Transactions

        In addition to related party transactions discussed elsewhere in the notes to the consolidated financial statements, the consolidated financial statements include the following related party transactions. On August 23, 2007, the Company entered into a ten year advisory services and management agreement with Crestview Advisors, L.L.C. The annual management fee is $1.0 million and is payable on August 23 of each year. For the period ended December 31, 2007, expense related to this agreement totaled $353,000 and the Company has a prepaid asset of $647,000 as of December 31, 2007 that is included in prepaid expenses and other current assets. In connection with the Merger, the Company paid Crestview a sponsor fee of $6.3 million that was recorded as a component of stockholders' equity. As of December 31, 2007 and 2006, the Company has $905,000 and $926,000, respectively payable to physicians at one of our physician networks. These amounts are included in other accrued expenses.

F-66

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

14. Selected Quarterly Financial Data (Unaudited)

        The following is selected quarterly financial data for each of the four quarters in 2007 and 2006. Quarterly results are not necessarily representative of operations for a full year.

	2007
	Predecessor
	First Quarter		Second Quarter		July 1, 2007 to August 23, 2007			August 24, 2007 to September 30, 2007			Third Quarter (Combined)			Fourth Quarter
	(unaudited and in thousands)
Revenues	$	77,220	$	76,670	$	43,775		$	29,299		$	73,074		$	77,341
Cost of revenues		50,951		51,003		30,887			21,246			52,133			52,565
Income (loss) from continuing operations		4,429		3,918		(10,084	)		(1,403	)		(11,487	)		(1,555	)
Net income (loss)		4,030		3,943		(10,148	)		(1,509	)		(11,657	)		(1,718	)

	2006
	Predecessor
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
	(unaudited and in thousands)
Revenues	$	67,496	$	73,501	$	69,627	$	74,763
Cost of revenues		41,942		45,985		45,486		48,537
Income from continuing operations		4,501		6,165		4,379		4,531
Net income		4,577		5,902		3,815		4,499

15. Financial Information for the Company and Its Subsidiaries

        We conduct substantially all of our business through our subsidiaries. Presented below is consolidated financial information for us and our subsidiaries as of December 31, 2007, December 31, 2006 and December 31, 2005. The information segregates the parent company issuer, the combined wholly-owned subsidiary guarantors, the combined non-guarantors, and consolidating adjustments. All of the subsidiary guarantees are both full and unconditional and joint and several.

F-67

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

15. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2007

	Parent Issuer		Guarantor Subsidiaries		Combined Non-Guarantors		Eliminations			Total Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	13,019	$	7,063	$	24,574	$	—		$	44,656
Accounts receivable, net		—		1,162		32,796		—			33,958
Inventories		—		—		8,479		—			8,479
Prepaid expenses and other current assets		8,692		1,096		5,201		—			14,989
Due from related parties		60,646		—		—		(60,646	)		—
Income tax receivable		4,053		—		—		—			4,053
Current assets of discontinued operations		—		—		1,064		—			1,064
Total current assets		86,410		9,321		72,114		(60,646	)		107,199
Property and equipment, net		856		3,032		77,606		—			81,494
Goodwill		548,136		—		—		—			548,136
Investments in and advances to affiliates		227,397		139,565		2,627		(352,507	)		17,082
Other assets		9,795		144		865		—			10,804
Long-term assets of discontinued operations		—		—		4,098		—			4,098
Total assets	$	872,594	$	152,062	$	157,310	$	(413,153	)	$	768,813
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	75	$	47	$	5,202	$	—		$	5,324
Accrued payroll and benefits		554		590		6,125		—			7,269
Due to related parties		—		28,712		31,934		(60,646	)		—
Other accrued expenses		8,258		1,580		4,845		—			14,683
Deferred income tax payable		170		—		—		—			170
Federal and state income tax payable		—		—		—		—			—
Current maturities of long-term debt		—		—		8,029		—			8,029
Current liabilities of discontinued operations		—		—		1,107		—			1,107
Total current liabilities		9,057		30,929		57,242		(60,646	)		36,582
Long-term debt, less current maturities		424,375		15		4,535		—			428,925
Non current deferred income tax payable		24,042		—		—		—			24,042
Other liabilities		4,740		915		5,275		—			10,930
Long-term liabilities of discontinued operations		—		—		146		—			146
Minority interest		34,902		—		—		—			34,902
Stockholders' equity		375,478		120,203		90,112		(352,507	)		233,286
Total liabilities and stockholders' equity	$	872,594	$	152,062	$	157,310	$	(413,153	)	$	768,813

F-68

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

15. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2006

	PREDECESSOR
	Parent Issuer		Guarantor Subsidiaries		Combined Non-Guarantors		Eliminations			Total Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	340	$	1,464	$	25,105	$	—		$	26,909
Accounts receivable, net		—		1,667		33,033		—			34,700
Inventories		—		—		8,070					8,070
Prepaid expenses and other current assets		660		4,512		4,110		—			9,282
Due from related parties		46,272		—		—		(46,272	)		—
Deferred income taxes		4,645		—		—		—			4,645
Current assets of discontinued operations		—		—		3,299		—			3,299
Total current assets		51,917		7,643		73,617		(46,272	)		86,905
Property and equipment, net		1,072		4,546		70,659		—			76,277
Goodwill		314,980		—		—		—			314,980
Investments in and advances to affiliates		253,879		153,141		2,487		(393,044	)		16,463
Other assets		2,416		192		472		—			3,080
Long-term assets of discontinued operations		—		—		6,101		—			6,101
Total assets	$	624,264	$	165,522	$	153,336	$	(439,316	)	$	503,806
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	64	$	234	$	4,847	$	—		$	5,145
Accrued payroll and benefits		2,401		544		5,005		—			7,950
Due to related parties		—		12,930		33,342		(46,272	)		—
Other accrued expenses		1,465		1,312		6,443		—			9,220
Deferred income tax payable		4,193		—		—		—			4,193
Current maturities of long-term debt		—		—		2,108		—			2,108
Current liabilities of discontinued operations		—		—		1,646					1,646
Total current liabilities		8,123		15,020		53,391		(46,272	)		30,262
Long-term debt, less current maturities		129,000		35		7,498		—			136,533
Non current deferred income tax payable		12,504		—		—		—			12,504
Other liabilities		1,136		313		4,781		—			6,230
Long-term liabilities of discontinued operations		—		—		404		—			404
Minority interest		32,594		—		—		—			32,594
Stockholders' equity		440,907		150,154		87,262		(393,044	)		285,279
Total liabilities and stockholders' equity	$	624,264	$	165,522	$	153,336	$	(439,316	)	$	503,806

F-69

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

15. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the period August 24, 2007 to December 31, 2007

			Parent Issuer			Guarantor Subsidiaries			Combined Non-Guarantors			Eliminations			Total Consolidated
Revenues			$	5,932		$	3,590		$	101,941		$	(4,823	)	$	106,640
Operating expenses:
	Salaries and benefits			—			1,560			28,203			—			29,763
	Supplies			—			299			21,633			—			21,932
	Professional and medical fees			—			304			6,164			—			6,468
	Rent and lease expense			—			215			6,823			—			7,038
	Other operating expenses			—			143			8,467			—			8,610
	Cost of revenues			—			2,521			71,290			—			73,811
	General and administrative expense			7,912			—			—			—			7,912
	Depreciation and amortization			184			360			4,188			—			4,732
	Provision for doubtful accounts			—			63			1,695			—			1,758
	Income on equity investments			—			(21	)		—			—			(21	)
	Loss (gain) on sale/disposal of long-lived assets			2			(275	)		7			—			(266	)
	Management fees			—			—			4,823			(4,823	)		—
	Equity in earnings of affiliates			(11,218	)		—			—			11,218			—
		Total operating expenses		(3,120	)		2,648			82,003			6,395			87,926
Operating (loss) income				9,052			942			19,938			(11,218	)		18,714
	Minority interest in loss of consolidated subsidiaries			—			—			(7,685	)		—			(7,685	)
	Interest (expense) income, net			(14,006	)		1,486			(2,243	)		—			(14,763	)
	(Loss) income before taxes and discontinued operations			(4,954	)		2,428			10,010			(11,218	)		(3,734	)
	(Benefit) provision for income taxes			(1,727	)		—			951			—			(776	)
	(Loss) income from continuing operations			(3,227	)		2,428			9,059			(11,218	)		(2,958	)
	Loss from discontinued operations, net of taxes			—			—			(269	)		—			(269	)
	Net (loss) income		$	(3,227	)	$	2,428		$	8,790		$	(11,218	)	$	(3,227	)

F-70

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

15. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the period January 1, 2007 to August 23, 2007

			PREDECESSOR
			Parent Issuer			Guarantor Subsidiaries			Combined Non-Guarantors			Eliminations			Total Consolidated
Revenues			$	10,984		$	6,673		$	188,874		$	(8,866	)	$	197,665
Operating expenses:
	Salaries and benefits			—			2,792			51,256			—			54,048
	Supplies			—			411			38,692			—			39,103
	Professional and medical fees			—			267			11,853			—			12,120
	Rent and lease expense			—			347			11,950			—			12,297
	Other operating expenses			—			245			15,028			—			15,273
	Cost of revenues			—			4,062			128,779			—			132,841
	General and administrative expense			23,961			—			—			—			23,961
	Depreciation and amortization			396			211			7,313			—			7,920
	Provision for doubtful accounts			—			98			2,593			—			2,691
	Income on equity investments			—			5			—			—			5
	(Gain) loss on sale/disposal of long-lived assets			(1,453	)		(113	)		1,289			—			(277	)
	Management fees			—			—			8,866			(8,866	)		—
	Equity in earnings of affiliates			(28,272	)		—			—			28,272			—
	Proceeds from insurance and litigation settlements, net			—			—			(161	)		—			(161	)
	Merger transaction expenses			7,522			—			—			—			7,522
		Total operating expenses		2,154			4,263			148,679			19,406			174,502
Operating (loss) income				8,830			2,410			40,195			(28,272	)		23,163
	Minority interest in loss of consolidated subsidiaries			—			—			(15,656	)		—			(15,656	)
	Interest (expense) income, net			(6,322	)		2,589			(1,495	)		—			(5,228	)
	(Loss) income before taxes and discontinued operations			2,508			4,999			23,044			(28,272	)		2,279
	Provision (benefit) for income taxes			4,683			—			(667	)		—			4,016
	(Loss) income from continuing operations			(2,175	)		4,999			23,711			(28,272	)		(1,737	)
	Loss from discontinued operations, net of taxes			—			—			(438	)		—			(438	)
	Net (loss) income		$	(2,175	)	$	4,999		$	23,273		$	(28,272	)	$	(2,175	)

F-71

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

15. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the year ended December 31, 2006

			PREDECESSOR
			Parent Issuer			Guarantor Subsidiaries			Combined Non-Guarantors			Eliminations			Total Consolidated
Revenues			$	17,175		$	9,407		$	272,420		$	(13,615	)	$	285,387
Operating expenses:
	Salaries and benefits			—			3,862			71,087			—			74,949
	Supplies			—			545			54,429			—			54,974
	Professional and medical fees			—			405			14,099			—			14,504
	Rent and lease expense			—			412			17,261			—			17,673
	Other operating expenses			—			302			19,548			—			19,850
	Cost of revenues			—			5,526			176,424			—			181,950
	General and administrative expense			24,407			—			—			—			24,407
	Depreciation and amortization			746			917			10,250			—			11,913
	Provision for doubtful accounts			—			213			3,739			—			3,952
	Income on equity investments			—			(2,423	)		—			—			(2,423	)
	Loss (gain) on sale/disposal of long-lived assets			48			160			(854	)		—			(646	)
	Management fees			—			—			13,615			(13,615	)		—
	Equity in earnings of affiliates			(46,055	)		—			—			46,055			—
	Proceeds from insurance and litigation settlements, net			—			—			(998	)		—			(998	)
		Total operating expenses		(20,854	)		4,393			202,176			32,440			218,155
Operating (loss) income				38,029			5,014			70,244			(46,055	)		67,232
	Minority interest in loss of consolidated subsidiaries			—			(22	)		(28,272	)		—			(28,294	)
	Interest (expense) income, net			(7,558	)		6			444			—			(7,108	)
	(Loss) income before taxes and discontinued operations			30,471			4,998			42,416			(46,055	)		31,830
	Provision (benefit) for income taxes			11,678			—			576			—			12,254
	(Loss) income from continuing operations			18,793			4,998			41,840			(46,055	)		19,576
	Loss from discontinued operations, net of taxes			—			—			(783	)		—			(783	)
	Net (loss) income		$	18,793		$	4,998		$	41,057		$	(46,055	)	$	18,793

F-72

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

15. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the year ended December 31, 2005

			PREDECESSOR
			Parent Issuer			Guarantor Subsidiaries			Combined Non- Guarantors			Eliminations			Total Consolidated
Revenues			$	15,125		$	10,551		$	228,475		$	(12,274	)	$	241,877
Operating expenses:
	Salaries and benefits			—			4,431			56,684			—			61,115
	Supplies			—			543			43,251			—			43,794
	Professional and medical fees			—			793			10,580			—			11,373
	Rent and lease expense			—			560			14,771			—			15,331
	Other operating expenses			—			441			16,160			—			16,601
	Cost of revenues			—			6,768			141,446			—			148,214
	General and administrative expense			21,993			—			—			—			21,993
	Depreciation and amortization			578			2,057			8,940			—			11,575
	Provision for doubtful accounts			354			97			3,376			—			3,827
	Income on equity investments			—			(1,273	)		—			—			(1,273	)
	Gain (loss) on sale/disposal of long-lived assets			—			1,034			(1,278	)		—			(244	)
	Management fees									12,274			(12,274	)		—
	Equity in earnings of affiliates			(42,834	)								42,834			—
		Total operating expenses		(19,909	)		8,683			164,758			30,560			184,092
Operating (loss) income				35,034			1,868			63,717			(42,834	)		57,785
	Minority interest in loss of consolidated subsidiaries			—			190			(25,142	)		—			(24,952	)
	Interest (expense) income, net			(4,572	)		1,057			(1,369	)		—			(4,884	)
	(Loss) income before taxes and discontinued operations			30,462			3,115			37,206			(42,834	)		27,949
	Provision (benefit) for income taxes			11,407			(157	)		(822	)		—			10,428
	(Loss) income from continuing operations			19,055			3,272			38,028			(42,834	)		17,521
	Gain from discontinued operations, net of taxes			—			—			1,534			—			1,534
	Net (loss) income		$	19,055		$	3,272		$	39,562		$	(42,834	)	$	19,055

F-73

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

15. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the period from August 24, 2007 through December 31, 2007

		Parent Issuer			Guarantor Subsidiaries			Combined Non-Guarantors			Eliminations			Total Consolidated
Cash flows from operating activities:
Net (loss) income		$	(3,227	)	$	2,428		$	8,790		$	(11,218	)	$	(3,227	)
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization			184			360			4,188			—			4,732
Non-cash stock option compensation expense			409			—			—			—			409
Amortization of deferred financing costs			1,872			—			—			—			1,872
Non-cash gains and losses			2			(275	)		304			—			31
Minority interests			—			—			7,685			—			7,685
Deferred income taxes			2,217			—			—			—			2,217
Distributions to minority partners			—			—			(7,301	)		—			(7,301	)
Equity in earnings of affiliates			(11,218	)		—			—			11,218			—
Income on equity investments			—			(21	)		—			—			(21	)
Provision for doubtful accounts			—			63			1,695			—			1,758
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
	Accounts receivable		—			—			(90	)		—			(90	)
	Income tax receivable		7,018			—			—			—			7,018
	Other assets and liabilities		(5,421	)		1,808			1,712			—			(1,901	)
Net cash (used in) provided by operating activities—continuing operations			(8,164	)		4,363			16,983			—			13,182
Net cash provided by operating activities—discontinued operations			—			—			849			—			849
Net cash (used in) provided by operating activities			(8,164	)		4,363			17,832			—			14,031
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired			—			—			(9,815	)		—			(9,815	)
Purchases of property and equipment, net			(306	)		—			(6,642	)		—			(6,948	)
Change in other assets			—			(661	)		(180	)		—			(841	)
Net cash used in investing activities—continuing operations			(306	)		(661	)		(16,637	)		—			(17,604	)
Net cash used in investing activities—discontinued operations			—			—			(24	)		—			(24	)
Net cash used in investing activities			(306	)		(661	)		(16,661	)		—			(17,628	)
Cash flows from financing activities:
Principal payments on long-term debt			(625	)		—			(867	)		—			(1,492	)
Proceeds from debt issuances			—			—			50			—			50
Proceeds from capital contributions by minority partners			—			—			756			—			756
Payment of merger costs incurred by Symbion Holdings, LLC			(445	)		—			—			—			(445	)
Change in other long-term liabilities			(513	)		—			(439	)		—			(952	)
Net cash (used in) provided by financing activities—continuing operations			(1,583	)		—			(500	)		—			(2,083	)
Net cash used in financing activities—discontinued operations			—			—			(11	)		—			(11	)
Net cash (used in) provided by financing activities			(1,583	)		—			(511	)		—			(2,094	)
Net (decrease) increase in cash and cash equivalents			(10,053	)		3,702			660			—			(5,691	)
Cash and cash equivalents at beginning of period			23,072			3,361			23,914			—			50,347
Cash and cash equivalents at end of period		$	13,019		$	7,063		$	24,574		$	—		$	44,656

F-74

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

15. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the period from January 1 to August 23, 2007

	PREDECESSOR
	Parent Issuer			Guarantor Subsidiaries			Combined Non-Guarantors			Eliminations			Total Consolidated
Cash flows from operating activities:
Net (loss) income	$	(2,175	)	$	4,999		$	23,273		$	(28,272	)	$	(2,175	)
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization		396			211			7,313			—			7,920
Non-cash stock option compensation expense		9,367			—			970			—			10,337
Amortization of deferred financing costs		322			—			—			—			322
Non-cash gains and losses		(1,453	)		(6,008	)		7,156			—			(305	)
Minority interests		—			—			15,656			—			15,656
Deferred income taxes		13,637			—			—			—			13,637
Distributions to minority partners		—			—			(17,185	)		—			(17,185	)
Equity in earnings of affiliates		(28,272	)		—			—			28,272			—
Loss on equity investments		—			5			—			—			5
Provision for doubtful accounts		—			98			2,593			—			2,691
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable		—			—			(166	)		—			(166	)
Income tax receivable		(10,402	)		—			—			—			(10,402	)
Other assets and liabilities		(1,977	)		—			(3,109	)		—			(5,086	)
Net cash (used in) provided by operating activities—continuing operations		(20,557	)		(695	)		36,501			—			15,249
Net cash provided by operating activities—discontinued operations		—			—			462			—			462
Net cash (used in) provided by operating activities		(20,557	)		(695	)		36,963			—			15,711
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired		—			—			(14,981	)		—			(14,981	)
Purchases of property and equipment, net		—			—			(7,664	)		—			(7,664	)
Change in other assets		—			—			(11,143	)		—			(11,143	)
Net cash used in investing activities—continuing operations		—			—			(33,788	)		—			(33,788	)
Net cash used in investing activities—discontinued operations		—			—			(36	)		—			(36	)
Net cash used in investing activities		—			—			(33,824	)		—			(33,824	)
Cash flows from financing activities:
Principal payments on long-term debt		(159,500	)		—			(2,055	)		—			(161,555	)
Proceeds from debt issuances		455,500			—			3,097			—			458,597
Proceeds from capital contributions by minority partners		—			—			2,241			—			2,241
Payment of merger costs incurred by Symbion Holdings, LLC		(6,528	)		—			—			—			(6,528	)
Cash paid to shareholders		(490,510	)		—			—			—			(490,510	)
Change in other long-term liabilities		5,242			2,592			(7,584	)		—			250
Net proceeds from issuance of common stock		239,085			—			—			—			239,085
Net cash provided by financing activities—continuing operations		43,289			2,592			(4,301	)		—			41,580
Net cash used in financing activities—discontinued operations					—			(29	)		—			(29	)
Net cash provided by financing activities		43,289			2,592			(4,330	)		—			41,551
Net increase (decrease) in cash and cash equivalents		22,732			1,897			(1,191	)		—			23,438
Cash and cash equivalents at beginning of period		340			1,464			25,105			—			26,909
Cash and cash equivalents at end of period	$	23,072		$	3,361		$	23,914		$	—		$	50,347

F-75

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

15. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2006

	PREDECESSOR
	Parent Issuer			Guarantor Subsidiaries			Combined Non-Guarantors			Eliminations			Total Consolidated
Cash flows from operating activities:
Net (loss) income	$	18,793		$	4,998		$	41,057		$	(46,055	)	$	18,793
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization		746			917			10,250			—			11,913
Non-cash stock option compensation expense		3,533			—			332			—			3,865
Amortization of deferred financing costs		506			—			—			—			506
Non-cash gains and losses		48			(533	)		(160	)		—			(645	)
Minority interests		28,294			—			—			—			28,294
Deferred income taxes		(1,556	)		—			—			—			(1,556	)
Distributions to minority partners		(25,447	)		—			—			—			(25,447	)
Equity in earnings of affiliates		(46,055	)		—			—			46,055			—
Income on equity investments		—			(2,423	)		—			—			(2,423	)
Provision for doubtful accounts		—			213			3,739			—			3,952
Excess tax benefit from share-based compensation		(201	)		—			—			—			(201	)
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
Accounts receivable		—			1,863			(4,818	)		—			(2,955	)
Other assets and liabilities		(34,181	)		(5,446	)		36,432			—			(3,195	)
Net cash (used in) provided by operating activities—continuing operations		(55,520	)		(411	)		86,832			—			30,901
Net cash provided by operating activities—discontinued operations		—			—			2,423			—			2,423
Net cash (used in) provided by operating activities		(55,520	)		(411	)		89,255			—			33,324
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired		—			—			(47,094	)		—			(47,094	)
Purchases of property and equipment, net		(5,858	)		—			(8,320	)		—			(14,178	)
Change in other assets		(2,376	)		(949	)		111			—			(3,214	)
Net cash used in investing activities—continuing operations		(8,234	)		(949	)		(55,303	)		—			(64,486	)
Net cash used in investing activities—discontinued operations		—			—			(1,601	)		—			(1,601	)
Net cash used in investing activities		(8,234	)		(949	)		(56,904	)		—			(66,087	)
Cash flows from financing activities:
Principal payments on long-term debt		(52,500	)		—			(2,232	)		—			(54,732	)
Proceeds from debt issuances		85,500			—			101			—			85,601
Proceeds from capital contributions by minority partners		—			—			1,488			—			1,488
Change in other long-term liabilities		29,067			(2,048	)		(28,310	)		—			(1,291	)
Proceeds from issuance of common stock		1,347			—			—			—			1,347
Net cash (used in) provided by financing activities—continuing operations		63,414			(2,048	)		(28,953	)		—			32,413
Net cash used in financing activities—discontinued operations		—			—			(54	)		—			(54	)
Net cash provided by (used in) financing activities		63,414			(2,048	)		(29,007	)		—			32,359
Net (decrease) increase in cash and cash equivalents		(340	)		(3,408	)		3,344			—			(404	)
Cash and cash equivalents at beginning of year		680			4,872			21,761			—			27,313
Cash and cash equivalents at end of year	$	340		$	1,464		$	25,105		$	—		$	26,909

F-76

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

15. Financial Information for the Company and Its Subsidiaries (Continued)

SYMBION, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2005

		PREDECESSOR
		Parent Issuer			Guarantor Subsidiaries			Combined Non-Guarantors			Eliminations			Total Consolidated
Cash flows from operating activities:
Net (loss) income		$	19,055		$	3,272		$	39,562		$	(42,834	)	$	19,055
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization			578			2,057			8,940			—			11,575
Amortization of deferred financing costs			671			—			—			—			671
Non-cash gains and losses			(244	)		—			—			—			(244	)
Minority interests			24,952			—			—			—			24,952
Deferred income taxes			2,836			—			—			—			2,836
Distributions to minority partners			(23,049	)		—			—			—			(23,049	)
Equity in earnings of affiliates			(42,834	)		—			—			42,834			—
Income on equity investments			—			(1,273	)		—			—			(1,273	)
Provision for doubtful accounts			354			97			3,376			—			3,827
Changes in operating assets and liabilities, net of effect of acquisitions and dispositions:
	Accounts receivable		(3	)		(1,226	)		(4,124	)		—			(5,353	)
	Other assets and liabilities		(38,047	)		(1,217	)		46,388			—			7,124
Net cash (used in) provided by operating activities—continuing operations			(55,731	)		1,710			94,142			—			40,121
Net cash provided by operating activities—discontinued operations			—			—			2,425			—			2,425
Net cash (used in) provided by operating activities			(55,731	)		1,710			96,567			—			42,546
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired			—			—			(55,479	)		—			(55,479	)
Purchases of property and equipment, net			(646	)		—			(12,184	)		—			(12,830	)
Change in other assets			—			—			(283	)		—			(283	)
Net cash used in investing activities—continuing operations			(646	)		—			(67,946	)		—			(68,592	)
Net cash used in investing activities—discontinued operations			—			—			(919	)		—			(919	)
Net cash used in investing activities			(646	)		—			(68,865	)		—			(69,511	)
Cash flows from financing activities:
Principal payments on long-term debt			(29,500	)		(528	)		(4,325	)		—			(34,353	)
Proceeds from debt issuances			61,500			—			376			—			61,876
Proceeds from capital contributions by minority partners			—			—			3,630			—			3,630
Change in other long-term liabilities			22,378			190			(24,138	)		—			(1,570	)
Net proceeds from issuance of common stock			2,450			—			—			—			2,450
Net cash provided by (used in) financing activities—continuing operations			56,828			(338	)		(24,457	)		—			32,033
Net cash used in financing activities—discontinued operations			—			—			62			—			62
Net cash provided by (used in) financing activities			56,828			(338	)		(24,395	)		—			32,095
Net increase in cash and cash equivalents			451			1,372			3,307			—			5,130
Cash and cash equivalents at beginning of year			229			3,500			18,454			—			22,183
Cash and cash equivalents at end of year		$	680		$	4,872		$	21,761		$	—		$	27,313

F-77

SYMBION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

December 31, 2007

16. Subsequent Events

        On January 2, 2008, the Company acquired an incremental ownership in three of its existing surgical facilities located in California. The Company acquired an incremental ownership of 10.7% in its two surgical facilities located in Beverly Hills, California for an aggregate of $2.2 million and a 6.4% incremental ownership in its surgical facility located in Encino, California for $1.6 million. Prior to the acquisition, the Company owned 55.1% and 57.0% of the two Beverly Hills, California surgical facilities and 55.5% of the Encino, California surgical facility. The purchase price was financed with proceeds from the Merger and cash from operations.

        Effective February 21, 2008, the Company acquired ownership in five surgical facilities specializing in spine, orthopedic and pain management procedures located in Boulder, Colorado; Honolulu, Hawaii; Bristol and Nashville, Tennessee; and Seattle, Washington for an aggregate of $5.8 million plus contingent consideration of up to $3.0 million. One of the five facilities that we acquired in 2008 was a newly developed surgical facility that opened in the fourth quarter in 2007. The Company acquired an ownership ranging from 20.0% to 50.0% in these surgical facilities. The purchase price was financed with cash from operations.

        In March 2008, the Company opened two of the surgical facilities that was under development as of December 31, 2007.

        As discussed in Note 8, the bridge facility allows the Company to increase the principal amount of the term loans by 100% of the interest due in lieu of making quarterly cash interest payments. On February 20, 2008, the Company elected to increase the principal amount of the bridge loan by 100% of the amount of the interest payment due on the $175.0 million facility. As a result of this election, the interest rate increased by 75 basis points for that interest period. Although the Company makes this election each interest period, it expects to continue to increase the principal amount of the bridge loan by the amount of the interest payments during 2008.

F-78

Symbion, Inc.

OFFER TO EXCHANGE

$184,635,000 11.00%/11.75% Senior PIK Toggle Notes due 2015
which have been registered under the Securities Act of 1933,
for any and all outstanding 11.00% / 11.75% Senior PIK Toggle Notes due 2015

PROSPECTUS

                        , 2008

        No person has been authorized to give any information or to make any representation other than those contained in this prospectus, and, if given or made, any information or representations must not be relied upon as having been authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of an offer to buy these securities in any circumstances in which this offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made under this prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of Symbion, Inc. since the date of this prospectus.

        Until                , 2008, broker-dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the broker-dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

Symbion, Inc.

        Pursuant to the provisions of Section 145 of the Delaware General Corporation Law, Symbion, Inc. (the "Company") is required to indemnify any present or former officer or director against expenses reasonably incurred by the officer or director in connection with legal proceedings in which the officer or director becomes involved by reason of being an officer or director if the officer or director is successful in the defense of such proceedings. Section 145 also provides that the Company may indemnify an officer or director in connection with a proceeding in which he or she is not successful in defending if it is determined that the officer or director acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company or, in the case of a criminal action, if it is determined that the officer or director had no reasonable cause to believe his or her conduct was unlawful. Liabilities for which an officer or director may be indemnified include amounts paid in satisfaction of settlements, judgments, fines and other expenses incurred in connection with such proceedings. In a stockholder derivative action, no indemnification may be paid in respect of any claim, issue or matter as to which the officer or director has been adjudged to be liable to the Company (except for expenses allowed by a court).

        Additionally, pursuant to the Company's Amended Certificate of Incorporation, a director is not personally liable to the Company or any of its stockholders for monetary damages for breach of his or her fiduciary duty as a director, except for liability resulting from (i) any breach of the director's duty of loyalty to the Company or its stockholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (iii) violation of Section 174 of the Delaware General Corporation Law, which generally hold directors liable for unlawful dividends, stock purchases or stock redemptions in the event of the Company's dissolution or insolvency; or (iv) any transaction from which the director derived an improper personal benefit.

        The indemnification provided by the Delaware General Corporation Law and the Company's Amended Certificate of Incorporation is not exclusive of any other rights to which a director or officer of the Company may be entitled. The Company also carries directors' and officers' liability insurance.

Subsidiary Guarantors

Alabama Registrants

(a)  SMBI OSE, LLC is registered under the laws of Alabama.

        The Alabama Business Corporation Act ("ABCA") sets forth in Sections 10-2B-8.51 through 10-2B-8.58 the circumstances governing the indemnification of directors, officers, employees and agents of a corporation against liability incurred in the course of their official capacities. Section 10-2B-8.51 of the ABCA provides that a corporation may indemnify any director against liability incurred in connection with a proceeding if (i) the director acted in good faith, (ii) the director reasonably believed, in the case of conduct in his or her official capacity with the corporation, that such conduct was in the corporation's best interest, or, in all other cases, that his or her conduct was not opposed to the best interests of the corporation and (iii) in connection with any criminal proceeding, the director had no reasonable cause to believe that his or her conduct was unlawful. In actions brought by or in the right of the corporation, however, the ABCA provides that no indemnification may be made if the director or officer is adjudged to be liable to the corporation. Similarly, the TBCA prohibits indemnification in connection with any proceeding charging improper personal benefit to a director, if such director is adjudged liable on the basis that a personal benefit was improperly received. In cases

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where the director is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director of a corporation, Section 10-2B-8.52 of the ABCA mandates that the corporation indemnify the director against reasonable expenses incurred in the proceeding. Notwithstanding the foregoing, Section 10-2B-8.54 of the ABCA provides that a court of competent jurisdiction, upon application, may order that a director or officer be indemnified for reasonable expense if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, whether or not the standard of conduct set forth above was met. Officers, employees, and agents who are not directors are entitled, through the provisions of Section 10-2B-8.57 of the ABCA to the same degree of indemnification afforded to directors under Sections 10-2B-8.51 through 10-2B-8.58.

        The operating agreement of SMBI OSE, LLC states that the company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the company against expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law. The right to indemnification includes the right of such individual to be paid by the company the expenses incurred in defending any such action in advance of its final disposition (an "Advancement of Expenses"); provided, however, that the company will only make an Advancement of Expenses upon delivery to the company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified.

Delaware Registrants

(a)  Village Surgicenter, Inc., Symbion, Inc., Premier Ambulatory Surgery of Duncanville, Inc., Physicians Surgical Care, Inc., Physicians Surgical Care Management, Inc. and ASC of Hammond, Inc. are incorporated under the laws of Delaware.

        Section 145 of the Delaware General Corporation Law (the "DGCL") grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

        Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors' fiduciary duty of care, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

        The bylaws of ASC of Hammond, Inc. and Physicians Surgical Care Management, Inc. state that the corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware. The bylaws of Premier Ambulatory Surgery of Duncanville, Inc. state that the corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the laws of the State of Delaware; provided that the corporation shall not be

II-2

obligated to indemnify against any amount paid in settlement unless the corporation has consented to such settlement, and provided further that a person shall not be entitled to indemnification against costs or expenses incurred in connection with any action, suite or proceeding commenced by such persona against any person who was or is a director, officer, fiduciary, employee or agent of the corporation. The bylaws of Physicians Surgical Care, Inc. state that the corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the fullest extent permitted by law, any officer or director who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the corporation or is serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another entity. Notwithstanding the foregoing, the rights to indemnification in the are intended to be greater than those which are otherwise provided for in the General Corporation Law of the State of Delaware and are mandatory, notwithstanding a person's failure to meet the standard of conduct required for permissive indemnification under the General Corporation Law of the State of Delaware, as amended from time to time.

(b)  Quahog Holding Company, LLC, PSC Operating Company, LLC, PSC of New York, L.L.C., PSC Development Company, LLC, NeoSpine Surgery, LLC, NeoSpine Surgery of Puyallup, LLC, NeoSpine Surgery of Nashville, LLC, NeoSpine Surgery of Bristol, LLC, Northstar Hospital, LLC and Ambulatory Resource Centres Investment Company, LLC are registered under the laws of Delaware.

        Section 18-108 of the Delaware Limited Liability Company Act (the "DLLCA") empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

        The operating agreements of Ambulatory Resource Centres Investment Company, LLC, Neospine Surgery of Nashville, LLC, Neospine Surgery, LLC, Quahog Holding Company, LLC and Northstar Hospital, LLC state that the company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager or officer of the company against expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law. The right to indemnification includes the right of such individual to be paid by the company the expenses incurred in defending any such action in advance of its final disposition; provided, however, that the company will only make such an advancement of expenses upon delivery to the company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified.

        The operating agreements of Neospine Surgery Center of Bristol, LLC and Neospine Surgery of Puyallup, LLC state that each member of the board of directors, manager, officer or the tax natters member (collectively, the "Covered Persons") shall be indemnified by the company against any and all claims, demands and losses whatsoever if: (i) the indemnitee conducted himself in good faith; and (ii) reasonably believed (x) in the case of conduct in his official capacity with the company, that his conduct was in its best interests and (y) in all other cases, that his conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The payment of any amounts for indemnification shall be made before any distributions are made by the Company.

        The operating agreements of PSC Operating Company, LLC, PSC of New York, LLC and PSC Development Company, LLC state that each person who serves as (i) a present or former member of the company, (ii) a present of former officer of the company, (iii) a present of former employee, agent or trustee of the company, or (iv) a person serving at the request of the company of another entity in a

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similar capacity as described in (i)–(iii), shall be indemnified against all losses, claims, damages, liabilities, expenses (including reasonable legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts rising from any and all claims in which any such person may be involved, provided that in each case the person to be indemnified acted in good faith and in a manner in which such indemnitee believed to be in, or not opposed to, the best interests of the company, and with respect to any criminal proceeding, had not reasonable cause to believe such indemnitee's conduct was unlawful.

Florida Registrants

(a)  Surgicare of Deland, Inc. and Ambulatory Resource Centres of Florida, Inc. are incorporated under the laws of Florida.

        Section 607.0831 of the Florida Business Corporation Act provides, among other things, that a director is not personally liable for monetary damages to a company or any other person for any statement, vote, decision, or failure to act, by the director, regarding corporate management or policy, unless the director breached or failed to perform his or her duties as a director and such breach or failure constitutes (a) a violation of criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which the director derived an improper personal benefit; (c) a circumstance under which the liability provisions of Section 607.0834 of the Florida Business Corporation Act (relating to the liability of the directors for improper distributions) are applicable; (d) willful misconduct or a conscious disregard for the best interest of the company in the case of a proceeding by or in the right of the company to procure a judgment in its favor or by or in the right of a shareholder; or (e) recklessness or an act or omission in bad faith or with malicious purpose of with wanton and willful disregard of human rights, safety or property, in a proceeding by or in the right of someone other than such company or a shareholder.

        Section 607.0850 of the Florida Business Corporation Act authorizes, among other things, a company to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of the company) by reason of the fact that he or she is or was a director, officer, employee or agent of the company (or is or was serving at the request of the company in such a position for any entity) against liability incurred in connection with such proceedings, if he or she acted in good faith and in a manner reasonably believed to be in the best interests of the company and, with respect to criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful.

        The Florida Business Corporation Act requires that a director, officer or employee be indemnified for actual and reasonable expenses (including attorneys' fees) to the extent that he or she has been successful on the merits or otherwise in the defense of any proceeding. The Florida Business Corporation Act also allows expenses of defending a proceeding to be advanced by a company before the final disposition of the proceedings, provided that the officer, director or employee undertakes to repay such advance if it is ultimately determined that indemnification is not permitted.

        The Florida Business Corporation Act states that the indemnification and advancement of expenses provided pursuant to Section 607.0850 is not exclusive and that indemnification may be provided by a company pursuant to other means, including agreements or bylaw provisions. Florida law prohibits indemnification or advancement of expenses, however, if a judgment or other final adjudication establishes that the actions of a director, officer or employee were material to the cause of action so adjudicated and constitute (i) a violation of criminal law, unless he or she had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (ii) a transaction from which such person derived an improper personal benefit; (iii) willful misconduct or conscious disregard for the best interests of the company in the case of a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding

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by or in the right of a shareholder, or (iv) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the Florida Corporation Act (relating to the liability of directors for improper distributions) are applicable.

        The bylaws of Surgicare of Deland, Inc. state that the corporation shall indemnify its officers and directors against all reasonable expenses incurred by them in defending claims or suites, irrespective of the time of occurrence of the claims or the causes of action in such suits, made or brought against them as officers or directors of the corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or action sand may apply to judgments in favor of the corporation or in amounts paid in settlement to the corporation. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors.

        The bylaws of Ambulatory Resource Centres of Florida, Inc. state that the corporation shall indemnify the person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another entity against expenses (including attorneys' fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had not reasonable cause to believe his conduct was unlawful.

(b)  SMBIMS Florida I, LLC is registered under the laws of Florida

        Section 608.4229 of the Florida Limited Liability Company Act indemnifies members, managers, managing members, officers, employees, and agents subject to such standards and restrictions (if any) as are set forth in its articles of organization or operating agreement. A limited liability company may, and has the power to, but is not be required to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Notwithstanding the foregoing, indemnification or advancement of expenses should not be made to or on behalf of any member, manager, managing member, officer, employee, or agent if a judgment or other final adjudication establishes that the actions, or omissions to act, of such member, manager, managing member, officer, employee, or agent were material to the cause of action so adjudicated and constitute any of the following: (i) a violation of criminal law, unless the member, manager, managing member, officer, employee, or agent had no reasonable cause to believe such conduct was unlawful; (ii) a transaction from which the member, manager, managing member, officer, employee, or agent derived an improper personal benefit; (iii) in the case of a manager or managing member, a circumstance under which the liability provisions of Section 608.426 (relating to distributions and the impairment of capital) are applicable; or (iv) willful misconduct or a conscious disregard for the best interests of the limited liability company in a proceeding by or in the right of the limited liability company to procure a judgment in its favor or in a proceeding by or in the right of a member.

        The operating agreement of SMBIMS Florida I, LLC states that the company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager of the company against expenses (including reasonable attorneys' fees and expenses),

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judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law. The right to indemnification includes the right of such individual to be paid by the company the expenses incurred in defending any such action in advance of its final disposition (an "Advancement of Expenses"); provided, however, that the company will only make an Advancement of Expenses upon delivery to the company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified.

Illinois Registrants

(a)  VASC, Inc. is incorporated under the laws of Illinois.

        Section 8.75 of the Illinois Business Corporation Act authorizes, among other things, a company to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of the company) by reason of the fact that he or she is or was a director, officer, employee or agent of the company (or is or was serving at the request of the company in such a position for any entity) against liability incurred in connection with such proceedings, if he or she acted in good faith and in a manner reasonably believed to be in the best interests of the company and, with respect to criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful.

        The Illinois Business Corporation Act requires that a director, officer or employee be indemnified for actual and reasonable expenses (including attorneys' fees) to the extent that he or she has been successful on the merits or otherwise in the defense of any proceeding. The Illinois Business Corporation Act also allows expenses of defending a proceeding to be advanced by a company before the final disposition of the proceedings, provided that the officer, director or employee agrees to undertake to repay such advance if it is ultimately determined that indemnification is not permitted.

        The Illinois Business Corporation Act states that the indemnification and advancement of expenses provided pursuant to Section 8.75 is not exclusive and that indemnification may be provided by a company pursuant to other means, including agreements or bylaw provisions.

        The bylaws of VASC, Inc. state that a director shall perform his/her duties as a director and as a member of any committee of the board upon which he/she may serve, in good faith, in a manner he/she reasonably believes to be in the best interest of the facility, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his/her duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (1) one or more employees of the facility whom the director reasonably believes to be reliable and competent on the matters resented, and (2) legal counsel, public accountants or other persons as to matters with the director reasonably believes to be within the person's professional competence or expertise. A director shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A director who performs his/her duties in compliance with this section shall have no liability by reason of being or having been a director of the facility.

Indiana Registrants

(a)  ASC of New Albany, LLC is registered under the laws of Indiana.

        Pursuant to Section 23-18-4-4 of the Indiana Business Flexibility Act, a written operating agreement may provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

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        The operating agreement of ASC of New Albany, LLC states that the company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the company against expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law. The right to indemnification includes the right of such individual to be paid by the company the expenses incurred in defending any such action in advance of its final disposition (an "Advancement of Expenses"); provided, however, that the company will only make an Advancement of Expenses upon delivery to the company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified.

Oklahoma Registrants

(a)  NSC Edmond, Inc. is incorporated under the laws of Oklahoma

        Section 1031 of the Oklahoma General Corporation Act provides that an Oklahoma corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, for criminal proceedings, had no reasonable cause to believe that his conduct was illegal. An Oklahoma corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually and reasonably incurred.

        Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it shall ultimately be determined that the person is not entitled to be indemnified by the corporation as authorized by the provisions of this section.

        The bylaws of NSC Edmond, Inc. state that each person who is or was a director or officer of the corporation, and each person who serves or served at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (and the heirs, executors, administrators and estates of any such persons), shall be indemnified by the corporation in accordance with, and to the fullest extent authorized by the Oklahoma General Corporation Act as in or may be in effect from time to time.

Tennessee Registrants

(a)  UniPhy Healthcare of Memphis II, Inc., UniPhy Healthcare of Maine I, Inc., UniPhy Healthcare of Louisville, Inc., UniPhy Healthcare of Eugene/Springfield I, Inc., SymbionARC Management Services, Inc., Symbion Imaging, Inc., Symbion Ambulatory Resource Centres, Inc., SMBIMS Tuscaloosa, Inc., SMBIMS Steubenville, Inc., SMBIMS Birmingham, Inc., SI/Dry Creek, Inc., SARC/Worcester, Inc., SARC/Vincennes, Inc., SARC/St. Charles, Inc., SARC/Savannah, Inc., SARC/

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Metairie, Inc., SARC/Largo, Inc., SARC/Largo Endoscopy, Inc., SARC/Knoxville, Inc., SARC/Jacksonville, Inc., SARC/Georgia, Inc., SARC/FW, Inc., SARC/Ft. Myers, Inc., SARC/Deland, Inc., SARC/Columbia, Inc., SARC/Circleville, Inc., SARC/Asheville, Inc., Medisphere Health Partners Management of Tennessee, Inc., Medisphere Health Partners-Oklahoma City, Inc., ARC New Hartford, Inc., ARC Financial Services Corporation, ARC Dry Creek, Inc., ARC Development Corporation, Ambulatory Resource Centres of Wilmington, Inc., Ambulatory Resource Centres of Washington, Inc., Ambulatory Resource Centres of Texas, Inc., and Ambulatory Resource Centres of Massachusetts, Inc. are incorporated under the laws of Tennessee.

        The Tennessee Business Corporation Act ("TBCA") sets forth in Sections 48-18-502 through 48-18-508 the circumstances governing the indemnification of directors, officers, employees and agents of a corporation against liability incurred in the course of their official capacities. Section 48-18-502 of the TBCA provides that a corporation may indemnify any director against liability incurred in connection with a proceeding if (i) the director acted in good faith, (ii) the director reasonably believed, in the case of conduct in his or her official capacity with the corporation, that such conduct was in the corporation's best interest, or, in all other cases, that his or her conduct was not opposed to the best interests of the corporation and (iii) in connection with any criminal proceeding, the director had no reasonable cause to believe that his or her conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer is adjudged to be liable to the corporation. Similarly, the TBCA prohibits indemnification in connection with any proceeding charging improper personal benefit to a director, if such director is adjudged liable on the basis that a personal benefit was improperly received. In cases where the director is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director of a corporation, Section 48-18-503 of the TBCA mandates that the corporation indemnify the director against reasonable expenses incurred in the proceeding. Notwithstanding the foregoing, Section 48-18-505 of the TBCA provides that a court of competent jurisdiction, upon application, may order that a director or officer be indemnified for reasonable expense if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, whether or not the standard of conduct set forth above was met. Officers, employees, and agents who are not directors are entitled, through the provisions of Section 48-18-507 of the TBCA to the same degree of indemnification afforded to directors under Sections 48-18-503 and 48-18-505.

        The bylaws of Ambulatory Resource Centres of Massachusetts, Inc., SMBIMS Steubenville, Inc., SARC/Largo Endoscopy, Inc., SARC/Savannah, Inc., SARC/FW, Inc., ARC Dry Creek, Inc., Ambulatory Resource Centres of Washington, Inc., Ambulatory Resource Centres of Wilmington, Inc., ARC Financial Services Corporation, Ambulatory Resource Centres of Texas, Inc., SARC/Jacksonville, Inc., SARC/Ashville, Inc., Symbion Imaging, Inc., SI/Dry Creek, Inc., and SARC/Knoxville, Inc. state that the corporation shall indemnify the person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another entity against expenses (including attorneys' fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had not reasonable cause to believe his conduct was unlawful.

        The charters of Medisphere Health Partners-Oklahoma City, Inc., SARC/Largo, Inc., SARC/Vincennes, Inc., SARC/Worcester, Inc., SMBIMS Tuscaloosa, Inc., SARC/St. Charles, Inc., SMBIMS Birmingham, Inc., SARC/Georgia, Inc., SARC/Ft. Myers, Inc., SARC/Circleville, Inc. and SARC/

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Columbus, Inc. state that the corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement. Notwithstanding the foregoing, the corporation shall not indemnify any such indemnitee (1) in any proceeding by the corporation against such indemnitee, or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the act.

        The bylaws of SARC/Deland, Inc., SACR/Metairie, Inc., Symbion Ambulatory Resource Centres, Inc. and ARC Development Corporation state that, to the maximum extent permitted by the provisions of Section 48-18-501, et seq., of the Tennessee Business Corporation Act, as amended from time to time, the corporation shall indemnify and advance expenses to any person, his heirs, executors and administrators, for the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, including counsel fees actually incurred as a result of such proceeding or action or any appeal thereof, and against all fines, judgments, penalties and amounts paid in settlement thereof, provided that such proceeding or action be instituted by reason of the fact that such person is or was a director, officer, employee or agent of the corporation.

        The bylaws of Medisphere Health Partners Management of Tennessee, Inc. are silent with respect to indemnification.

(b)  UniPhy Healthcare of Memphis IV, LLC, UniPhy Healthcare of Memphis III, LLC, UniPhy Healthcare of Memphis I, LLC, UniPhy Healthcare of Johnson City VI, LLC, SymbionARC Support Services, LLC, SMBISS Thousand Oaks, LLC, SMBISS Sandy Springs, LLC, SMBISS Roswell, LLC, SMBISS Irvine, LLC, SMBISS Encino, LLC, SMBISS Chesterfield, LLC, SMBISS Beverly Hills, LLC, SMBISS Arcadia, LLC, SMBIMS Wichita, LLC, SMBIMS Temple, LLC, SMBIMS Tampa, LLC, SMBIMS Orange City, LLC, SMBIMS Novi, LLC, SMBIMS Maple Grove, LLC, SMBIMS Greenville, LLC, SMBIMS Elk River, LLC, SMBIMS Durango, LLC, SMBIMS 119, LLC, SMBIMS Kirkwood, LLC, SMBI Portsmouth, LLC, SMBI Northstar, LLC, SMBI Havertown, LLC, SARC/West Houston, LLC, SARC/San Antonio, LLC, SARC/Providence, LLC, SARC/Kent, LLC are registered under the laws of Tennessee.

        The Tennessee Limited Liability Company Act ("TLLCA") sets forth in Sections 48-249-115(b) through 48-249-115(i) the circumstances governing the indemnification of directors, members, managers, officers, employees and agents of a an LLC against liability incurred in the course of their official capacities. Section 48-249-115(b) of the TLLCA provides that an LLC may indemnify any director (for a director-managed LLC), manager (for a manager-managed LLC), or member (for a member-managed LLC) (including when such person is serving at the LLC's request as a director, manager, officer, partner, trustee, employee or agent of another entity) against liability incurred in connection with a proceeding if (i) the person acted in good faith, (ii) the person reasonably believed, in the case of conduct in his or her official capacity with the LLC, that such conduct was in the LLC's best interest, or, in all other cases, that his or her conduct was not opposed to the best interests of the LLC and (iii) in connection with any criminal proceeding, the director had no reasonable cause to believe that his or her conduct was unlawful. In actions brought by or in the right of the LLC, however, the TLLCA provides that no indemnification may be made if the person is adjudged to be liable to the

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corporation. Similarly, the TLLCCA prohibits indemnification in connection with any proceeding charging improper personal benefit to a person, if such person is adjudged liable on the basis that a personal benefit was improperly received. In cases where the person is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director of a corporation, Section 48-249-115 of the TLLCA mandates that the LLC indemnify the person against reasonable expenses incurred in the proceeding. Notwithstanding the foregoing, Section 48-249-115 of the TLLCA provides that a court of competent jurisdiction, upon application, may order that a responsible person be indemnified for reasonable expense if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, whether or not the standard of conduct set forth above was met. Officers, employees, and agents who are not responsible persons are entitled, through the provisions of Section 48-249-115 of the TLLCA to the same degree of indemnification afforded to responsible persons under Section 48-249-115.

        The operating agreements of the Tennessee LLCs state that the company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the company against expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law. The right to indemnification includes the right of such individual to be paid by the company the expenses incurred in defending any such action in advance of its final disposition (an "Advancement of Expenses"); provided, however, that the company will only make an Advancement of Expenses upon delivery to the company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified.

Texas Registrants

(a)  Texarkana Surgery Center GP, Inc., Lubbock Surgicenter, Inc., and Houston PSC-I, Inc. are incorporated under the laws of Texas.

        Under Article 2.02-1 of the Texas Business Corporation Act, or TBCA, subject to the procedures and limitations stated therein, a company may indemnify any person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director, officer, employee or agent of ours against judgment, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including court costs and attorneys' fees) actually incurred by the person in connection with the proceeding if it is determined that the person seeking indemnification:

•

acted in good faith;



•

reasonably believed that his or her conduct was in or at least not opposed to our best interests; and



•

in the case of a criminal proceeding, has no reasonable cause to believe his or her conduct was unlawful.

        A company is required by Article 2.02-1 of the TBCA to indemnify a director or officer against reasonable expenses (including court costs and attorneys' fees) incurred by the director or officer in connection with a proceeding in which the director or officer is a named defendant or respondent because the director or officer is or was in that position if the director or officer has been wholly successful, on the merits or otherwise, in the defense of the proceeding. The TBCA prohibits a company from indemnifying a director or officer in respect of a proceeding in which the person is found liable to the company or on the basis that a personal benefit was improperly received by him or her, other than for reasonable expenses (including court costs and attorneys' fees) actually incurred by

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him or her in connection with the proceeding; provided, that the TBCA further prohibits a company from indemnifying a director or officer in respect of any such proceeding in which the person is found liable for willful or intentional misconduct in the performance of his or her duties.

        Under Article 2.02-1(J) of the TBCA, a court of competent jurisdiction may order a company to indemnify a director or officer if the court determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances; however, if the director or officer is found liable to the company or is found liable on the basis that a personal benefit was improperly received by him or her, the indemnification will be limited to reasonable expenses (including court costs and attorneys' fees) actually incurred by him or her in connection with the proceeding. The TBCA expires on January 1, 2010.

        Under Chapter 8 of the Texas Business Organizations Code (the "TBOC"), which took effect January 1, 2006, an enterprise may indemnify a governing person, former governing person, or delegate who was, is or is threatened to be made a respondent in a proceeding to the extent that the person (a) acted in good faith, (b) reasonably believed that (i) in the case of conduct in the person's official capacity, the person's conduct was in the enterprise's best interests, or (ii) in any other case, that the person's conduct was not opposed to the enterprise's best interest, and (c) in the case of a criminal proceeding, did not have a reasonable cause to believe the person's conduct was unlawful. Notwithstanding the foregoing, under Section 8.102 of the TBOC, an enterprise may only indemnify a governing person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit to reasonable expenses actually incurred by the person in connection with the proceeding. An enterprise may not indemnify a person found liable for willful or intentional misconduct in the performance of the person's duty to the enterprise, breach of the person's duty of loyalty, or an act or omission not committed in good faith that constitutes a breach of a duty owed by a the person to the enterprise.

        In cases where the person is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director of a corporation, Section 8.051 of the TBOC mandates that the enterprise indemnify the person against reasonable expenses incurred in the proceeding. Notwithstanding the foregoing, Section 8.052 of the TBOC provides that a court of competent jurisdiction, upon application, may order that a governing person be indemnified for reasonable expense if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification. Officers, employees, and agents who are not governing persons are entitled, through the provisions of Section 8.105 of the TBOC to the same degree of indemnification afforded to governing persons under Chapter 8.

        The bylaws of each of the Texas corporations indemnify its directors in a proceeding if it was determined that the person (1) conducted himself in good faith; (2) reasonably believed (a) in the case of conduct in his official capacity as a director, his conduct was in the company's best interests, and (b) in all other cases, that his conduct was at least not opposed to the corporation's best interests and (3) in the case of any criminal proceeding, had not reasonable cause to believe his conduct was unlawful. A director shall not be indemnified for obligations resulting from a proceeding in which the person is found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person's official capacity. If the person is found liable on the basis that personal benefit was improperly received by the person, his indemnification shall be limited. A director who has been wholly successful in the defense of any proceeding in which he is a party because he is a director shall be indemnified by the company.

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Item 21.    Exhibits and Financial Statement Schedules.

        (a)   Exhibits:

No.	Description
2.1	Agreement and Plan of Merger, dated as of April 24, 2007, by and among Symbol Acquisition, L.L.C., Symbol Merger Sub, Inc. and Symbion, Inc.(a)
3.1	Amended Certificate of Incorporation of Symbion, Inc.
3.2	Amended and Restated Bylaws of Symbion, Inc.
3.3	Articles of Organization of Ambulatory Resource Centres Investment Company, LLC
3.4	Operating Agreement of Ambulatory Resource Centres Investment Company, LLC
3.5	Articles of Incorporation of Ambulatory Resource Centres of Florida, Inc.
3.6	Bylaws of Ambulatory Resource Centres of Florida, Inc.
3.7	Charter of Ambulatory Resource Centres of Massachusetts, Inc.
3.8	Bylaws of Ambulatory Resource Centres of Massachusetts, Inc.
3.9	Charter of Ambulatory Resource Centres of Texas, Inc.
3.10	Bylaws of Ambulatory Resource Centres of Texas, Inc.
3.11	Charter of Ambulatory Resource Centres of Washington, Inc.
3.12	Bylaws of Ambulatory Resource Centres of Washington, Inc.
3.13	Charter of Ambulatory Resource Centres of Wilmington, Inc.
3.14	Bylaws of Ambulatory Resource Centres of Wilmington, Inc.
3.15	Charter of ARC Development Corporation
3.16	Bylaws of ARC Development Corporation
3.17	Charter of ARC Dry Creek, Inc.
3.18	Bylaws of ARC Dry Creek, Inc.
3.19	Charter of ARC Financial Services Corporation
3.20	Bylaws of ARC Financial Services Corporation
3.21	Certificate of Formation of ASC of Hammond, Inc.
3.22	Bylaws of ASC of Hammond, Inc.
3.23	Articles of Organization of ASC of New Albany, LLC
3.24	Operating Agreement of ASC of New Albany, LLC
3.25	Articles of Incorporation of Houston PSC-I, Inc., as amended
3.26	Bylaws of Houston PSC-I, Inc.
3.27	Articles of Incorporation of Lubbock Surgicenter, Inc.
3.28	Bylaws of Lubbock Surgicenter, Inc.
3.29	Charter of Medisphere Health Partners—Oklahoma City, Inc.
3.30	Bylaws of Medisphere Health Partners—Oklahoma City, Inc.
3.31	Charter of Medisphere Health Partners Management of Tennessee, Inc., as amended

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No.	Description
3.32	Bylaws of Medisphere Health Partners Management of Tennessee, Inc.
3.33	Certificate of Formation of NeoSpine Surgery of Bristol, LLC, as amended
3.34	Operating Agreement of NeoSpine Surgery of Bristol, LLC, as amended
3.35	Certificate of Formation of NeoSpine Surgery of Nashville, LLC, as amended
3.36	Limited Liability Company Agreement of NeoSpine Surgery of Nashville, LLC
3.37	Certificate of Formation of NeoSpine Surgery of Puyallup, LLC
3.38	Limited Liability Company Agreement of NeoSpine Surgery of Puyallup, LLC
3.39	Certificate of Formation NeoSpine Surgery, LLC, as amended
3.40	Limited Liability Company Agreement of NeoSpine Surgery, LLC
3.41	Certificate of Formation of NSC Edmond, Inc.
3.42	Bylaws of NSC Edmond, Inc.
3.43	Certificate of Formation of Physicians Surgical Care Management, Inc.
3.44	Bylaws of Physicians Surgical Care Management, Inc.
3.45	Certificate of Incorporation of Physicians Surgical Care, Inc., as amended
3.46	Bylaws of Physicians Surgical Care, Inc., as amended
3.47	Certificate of Formation of Premier Ambulatory Surgery of Duncanville, Inc.
3.48	Bylaws of Premier Ambulatory Surgery of Duncanville, Inc.
3.49	Certificate of Formation of PSC Development Company, LLC
3.50	Limited Liability Company Agreement of PSC Development Company, LLC
3.51	Certificate of Formation of PSC of New York, L.L.C.
3.52	Limited Liability Company Agreement of PSC of New York, L.L.C.
3.53	Certificate of Formation of PSC Operating Company, LLC
3.54	Limited Liability Company Agreement of PSC Operating Company, LLC
3.55	Certificate of Formation of Quahog Holding Company, LLC
3.56	Limited Liability Company Agreement of Quahog Holding Company, LLC
3.57	Charter of SARC/Asheville, Inc.
3.58	Bylaws of SARC/Asheville, Inc.
3.59	Charter of SARC/Circleville, Inc.
3.60	Bylaws of SARC/Circleville, Inc.
3.61	Charter of SARC/Columbia, Inc.
3.62	Bylaws of SARC/Columbia, Inc.
3.63	Charter of SARC/Deland, Inc.
3.64	Bylaws of SARC/Deland, Inc.
3.65	Charter of SARC/Ft. Myers, Inc.
3.66	Bylaws of SARC/Ft. Myers, Inc.

II-13

No.	Description
3.67	Charter of SARC/FW, Inc.
3.68	Bylaws of SARC/FW, Inc.
3.69	Charter of SARC/Georgia, Inc.
3.70	Bylaws of SARC/Georgia, Inc.
3.71	Charter of SARC/Jacksonville, Inc.
3.72	Bylaws of SARC/Jacksonville, Inc.
3.73	Articles of Organization of SARC/Kent, LLC (f/k/a SMBISS East Greenwich), as amended
3.74	Operating Agreement of SARC/Kent, LLC (f/k/a SMBISS East Greenwich, LLC)
3.75	Charter of SARC/Knoxville, Inc.
3.76	Bylaws of SARC/Knoxville, Inc.
3.77	Charter of SARC/Largo Endoscopy, Inc. (f/k/a SARC/Largo Pain & G.I., Inc.), as amended
3.78	Bylaws of SARC/Largo Endoscopy, Inc. (f/k/a SARC/Largo Pain & G.I., Inc.)
3.79	Charter of SARC/Largo, Inc.
3.80	Bylaws of SARC/Largo, Inc.
3.81	Charter of SARC/Metairie, Inc.
3.82	Bylaws of SARC/Metairie, Inc.
3.83	Articles of Organization of SARC/Providence, LLC
3.84	Operating Agreement of SARC/Providence, LLC
3.85	Articles of Organization of SARC/San Antonio, LLC
3.86	Operating Agreement of SARC/San Antonio, LLC
3.87	Charter of SARC/Savannah, Inc.
3.88	Bylaws of SARC/Savannah, Inc.
3.89	Charter of SARC/St. Charles, Inc.
3.90	Bylaws of SARC/St. Charles, Inc.
3.91	Charter of SARC/Vincennes, Inc.
3.92	Bylaws of SARC/Vincennes, Inc.
3.93	Articles of Organization of SARC/West Houston, LLC
3.94	Operating Agreement of SARC/West Houston, LLC
3.95	Charter of SARC/Worcester, Inc.
3.96	Bylaws of SARC/Worcester, Inc.
3.97	Charter of SI/Dry Creek, Inc.
3.98	Bylaws of SI/Dry Creek, Inc.
3.99	Articles of Organization of SMBI Havertown, LLC
3.100	Operating Agreement of SMBI Havertown, LLC
3.101	Articles of Organization of SMBI Northstar, LLC

II-14

No.	Description
3.102	Operating Agreement of SMBI Northstar, LLC
3.103	Articles of Organization of SMBI OSE, LLC
3.104	Operating Agreement of SMBI OSE, LLC
3.105	Articles of Organization of SMBI Portsmouth, LLC
3.106	Operating Agreement of SMBI Portsmouth, LLC
3.107	Articles of Organization of SMBIMS Kirkwood, LLC
3.108	Operating Agreement of SMBIMS Kirkwood, LLC
3.109	Articles of Organization of SMBIMS 119, LLC
3.110	Operating Agreement of SMBIMS 119, LLC
3.111	Charter of SMBIMS Birmingham, Inc.
3.112	Bylaws of SMBIMS Birmingham, Inc.
3.113	Articles of Organization of SMBIMS Durango, LLC
3.114	Operating Agreement of SMBIMS Durango, LLC
3.115	Articles of Organization of SMBIMS Elk River, LLC
3.116	Operating Agreement of SMBIMS Elk River, LLC
3.117	Articles of Organization of SMBIMS Florida I, LLC
3.118	Operating Agreement of SMBIMS Florida I, LLC
3.119	Articles of Organization of SMBIMS Greenville, LLC (f/k/a SMBIMS G, LLC), as amended
3.120	Operating Agreement of SMBIMS Greenville, LLC (f/k/a SMBIMS G, LLC)
3.121	Articles of Organization of SMBIMS Maple Grove, LLC
3.122	Operating Agreement of SMBIMS Maple Grove, LLC
3.123	Articles of Organization of SMBIMS Novi, LLC
3.124	Operating Agreement of SMBIMS Novi, LLC
3.125	Articles of Organization of SMBIMS Orange City, LLC
3.126	Operating Agreement of SMBIMS Orange City, LLC
3.127	Charter of SMBIMS Steubenville, Inc.
3.128	Bylaws of SMBIMS Steubenville, Inc.
3.129	Articles of Organization of SMBIMS Tampa, LLC
3.130	Operating Agreement of SMBIMS Tampa, LLC
3.131	Articles of Organization of SMBIMS Temple, LLC
3.132	Operating Agreement of SMBIMS Temple, LLC
3.133	Charter of SMBIMS Tuscaloosa, Inc.
3.134	Bylaws of SMBIMS Tuscaloosa, Inc.
3.135	Articles of Organization of SMBIMS Wichita, LLC (f/k/a SMBIMS W, LLC), as amended
3.136	Operating Agreement of SMBIMS Wichita, LLC (f/k/ SMBIMS W, LLC)

II-15

No.	Description
3.137	Articles of Organization of SMBISS Arcadia, LLC (f/k/a SMBISS A, LLC), as amended
3.138	Operating Agreement of SMBISS Arcadia, LLC (f/k/a SMBISS A, LLC)
3.139	Articles of Organization of SMBISS Beverly Hills, LLC (f/k/a SMBISS B, LLC), as amended
3.140	Operating Agreement of SMBISS Beverly Hills, LLC (f/k/a SMBISS B, LLC)
3.141	Articles of Organization of SMBISS Chesterfield, LLC
3.142	Operating Agreement of SMBISS Chesterfield, LLC
3.143	Articles of Organization of SMBISS Encino, LLC (f/k/a SMBISS E, LLC), as amended
3.144	Operating Agreement of SMBISS Encino, LLC (f/k/a SMBISS E, LLC)
3.145	Articles of Organization of SMBISS Irvine, LLC (f/k/a SMBISS I, LLC), as amended
3.146	Operating Agreement of SMBISS Irvine, LLC (f/k/a SMBISS I, LLC)
3.147	Articles of Organization of SMBISS Roswell, LLC
3.148	Operating Agreement of SMBISS Roswell, LLC
3.149	Articles of Organization of SMBISS Sandy Springs, LLC
3.150	Operating Agreement of SMBISS Sandy Springs, LLC
3.151	Articles of Organization of SMBISS Thousand Oaks, LLC (f/k/a SMBISS T, LLC), as amended
3.152	Operating Agreement of SMBISS Thousand Oaks, LLC (f/k/a SMBISS T, LLC)
3.153	Articles of Incorporation of Surgicare of Deland, Inc.
3.154	Bylaws of Surgicare of Deland, Inc.
3.155	Charter of Symbion Ambulatory Resource Centres, Inc., as amended
3.156	Bylaws of Symbion Ambulatory Resource Centres, Inc.
3.157	Charter of Symbion Imaging, Inc.
3.158	Bylaws of Symbion Imaging, Inc.
3.159	Charter of SymbionARC Management Services, Inc., as amended
3.160	Bylaws of SymbionARC Management Services, Inc.
3.161	Articles of Organization of SymbionARC Support Services, LLC
3.162	Operating Agreement of SymbionARC Support Services, LLC
3.163	Articles of Incorporation of Texarkana Surgery Center GP, Inc., as amended
3.164	Bylaws of Texarkana Surgery Center GP, Inc.
3.165	Charter of UniPhy Healthcare of Eugene/Springfield I, Inc.
3.166	Bylaws of UniPhy Healthcare of Eugene/Springfield I, Inc.
3.167	Articles of Organization of UniPhy Healthcare of Johnson City VI, LLC, as amended
3.168	Operating Agreement of UniPhy Healthcare of Johnson City VI, LLC
3.169	Charter of UniPhy Healthcare of Louisville, Inc.
3.170	Bylaws of UniPhy Healthcare of Louisville, Inc.
3.171	Charter of UniPhy Healthcare of Maine I, Inc.

II-16

No.	Description
3.172	Bylaws of UniPhy Healthcare of Maine I, Inc.
3.173	Articles of Organization of UniPhy Healthcare of Memphis I, LLC, as amended
3.174	Operating Agreement of UniPhy Healthcare of Memphis I, LLC
3.175	Charter of UniPhy Healthcare of Memphis II, Inc.
3.176	Bylaws of UniPhy Healthcare of Memphis II, Inc.
3.177	Articles of Organization of UniPhy Healthcare of Memphis III, LLC, as amended
3.178	Operating Agreement of UniPhy Healthcare of Memphis III, LLC
3.179	Articles of Organization of UniPhy Healthcare of Memphis IV, LLC, as amended
3.180	Operating Agreement of UniPhy Healthcare of Memphis IV, LLC
3.181	Articles of Incorporation of VASC, Inc.
3.182	Bylaws of VASC, Inc.
3.183	Certificate of Incorporation of Village Surgicenter, Inc.
3.184	Bylaws of Village Surgicenter, Inc.
3.185	Limited Liability Company Agreement of Northstar Hospital, LLC
3.186	Certificate of Formation of Northstar Hospital, LLC
4.1	Indenture, dated as of June 3, 2008, among Symbion, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee
4.2	Form of Notes (included in Exhibit 4.1)
4.3	Registration Rights Agreement, dated as of June 3, 2007, among Symbion, Inc., the subsidiaries of Symbion, Inc. party thereto as guarantors, and Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and Greenwich Capital Markets, Inc.
4.4	First Supplemental Indenture, dated as of September 18, 2008 among Symbion, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee
5.1	Opinion of Waller Lansden Dortch & Davis, LLP
8.1	Tax Opinion of Waller Lansden Dortch & Davis, LLP
10.1	Employment Agreement, dated August 23, 2007, between Symbion, Inc. and Richard E. Francis, Jr.
10.2	Employment Agreement, dated August 23, 2007, between Symbion, Inc. and Clifford G. Adlerz
10.3	Credit Agreement, dated as of August 23, 2007, among Symbol Holdings Corporation, Symbol Merger Sub, Inc., the Lenders party thereto from time to time, Merrill Lynch Capital Corporation as Administrative Agent and Collateral Agent, Bank of America, N.A. as Syndication Agent, The Royal Bank of Scotland PLC and Fifth Third Bank as Co-Documentation Agents, and Merrill Lynch & Co., Merrill, Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC as Joint Lead Arrangers and Joint Lead Bookrunners

II-17

No.	Description
10.4	Lease Agreement, dated June 26, 2001, between Burton Hills IV Partners and Symbion, Inc.(b)
10.5	First Amendment to Lease Agreement, dated February 9, 2004, between Burton Hills IV Partners and Symbion, Inc.(c)
10.6	Symbion Holdings Corporation 2007 Equity Incentive Plan
10.7	Symbion, Inc. Executive Change in Control Severance Plan
10.8	Symbion Holdings Corporation Compensatory Equity Participation Plan
10.9	Shareholders Agreement, dated as of August 23, 2007, among Symbion Holdings Corporation and the stockholders of Symbion Holdings Corporation and other persons named therein
10.10	Advisory Services and Monitoring Agreement, dated as of August 23, 2007, among Symbion, Inc., Symbion Holdings Corporation and Crestview Advisors, L.L.C.
10.11	Form of Employee Contribution Agreement
10.12	Symbion, Inc. Supplemental Executive Retirement Plan(d)
10.13	Management Rights Purchase Agreement, dated as of July 27, 2005, by and among Parthenon Management Partners, LLC, Andrew A. Brooks, M.D., Randhir S. Tuli and SymbionARC Management Services, Inc.(e)
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges
21.1	Subsidiaries of Registrant
23.1	Consent of Waller Lansden Dortch & Davis, LLP (see Exhibit 5.1)
23.2	Consent of Ernst & Young LLP
24.1	Powers of Attorney (included on signature page)
25.1	Statement on Form T-1 as to the eligibility of the Trustee
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery

(a)

Incorporated by reference to exhibits filed with the Registrant's Current Report on Form 8-K filed April 24, 2007 (File No. 000-50574)

(b)

Incorporated by reference to exhibits filed with the Registrant's Registration Statement on Form S-1 (Registration No. 333-89554)

(c)

Incorporated by reference to exhibits filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 000-50574)

(d)

Incorporated by reference to exhibits filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 000-50574)

(e)

Incorporated by reference to exhibits filed with the Registrant's Current Report on Form 8-K filed August 2, 2005 (File No. 000-50574)

II-18

Item 22.    Undertakings.

        (a)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each Registrant pursuant to the foregoing provisions, or otherwise, each Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (b)   Each undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request.

        (c)   Each undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective.

        (d)   Each undersigned Registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, as of the 25^th day of September, 2008.

SYMBION, INC.
By:	/s/ RICHARD E. FRANCIS, JR. Richard E. Francis, Jr. Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard E. Francis, Jr. and Teresa F. Sparks, and each of them, his true and lawful attorney-in-fact, as agent and with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ RICHARD E. FRANCIS, JR. Richard E. Francis, Jr.	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)	September 25, 2008
/s/ TERESA F. SPARKS Teresa F. Sparks	Senior Vice President of Financial and Chief Financial Officer (Principal Financial and Accounting Officer)	September 25, 2008
/s/ CLIFFORD G. ADLERZ Clifford G. Adlerz	President, Chief Operating Officer and Director	September 25, 2008
/s/ THOMAS S. MURPHY, JR. Thomas S. Murphy, Jr.	Director	September 25, 2008
/s/ ROBERT V. DELANEY Robert V. Delaney	Director	September 25, 2008
/s/ QUENTIN CHU Quentin Chu	Director	September 25, 2008
/s/ KURT E. BOLIN Kurt E. Bolin	Director	September 25, 2008

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Nashville, State of Tennessee, on the 25^th day of September, 2008.

Ambulatory Resource Centres of Florida, Inc.

Ambulatory Resource Centres of Massachusetts, Inc.

Ambulatory Resource Centres of Texas, Inc.

Ambulatory Resource Centres of Washington, Inc.

Ambulatory Resource Centres of Wilmington, Inc.

ARC Development Corporation

ARC Dry Creek, Inc.

ARC Financial Services Corporation

ASC of Hammond, Inc.

Houston PSC—I, Inc.

Lubbock Surgicenter, Inc.

Medisphere Health Partners—Oklahoma City, Inc.

Medisphere Health Partners Management of Tennessee, Inc.

NSC Edmond, Inc.

Physicians Surgical Care Management, Inc.

Physicians Surgical Care, Inc.

Premier Ambulatory Surgery of Duncanville, Inc.

SARC/Asheville, Inc.

SARC/Circleville, Inc.

SARC/Columbia, Inc.

SARC/Deland, Inc.

SARC/Ft. Myers, Inc.

SARC/FW, Inc.

SARC/Georgia, Inc.

SARC/Jacksonville, Inc.

SARC/Knoxville, Inc.

SARC/Largo Endoscopy, Inc.

SARC/Largo, Inc.

SARC/Metairie, Inc.

SARC/Savannah, Inc.

SARC/St. Charles, Inc.

SARC/Vincennes, Inc.

SARC/Worcester, Inc.

SI/Dry Creek, Inc.

SMBIMS Birmingham, Inc.

SMBIMS Steubenville, Inc.

SMBIMS Tuscaloosa, Inc.

Surgicare of Deland, Inc.

Symbion Ambulatory Resource Centres, Inc.

Symbion Imaging, Inc.

SymbionARC Management Services, Inc.

II-21

	Texarkana Surgery Center GP, Inc.
	UniPhy Healthcare of Eugene/Springfield I, Inc.
	UniPhy Healthcare of Louisville, Inc.
	UniPhy Healthcare of Maine I, Inc.
	UniPhy Healthcare of Memphis II, Inc.
	VASC, Inc.
	Village Surgicenter, Inc.
By:	/s/ TERESA F. SPARKS Teresa F. Sparks Vice President

II-22

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard E. Francis, Jr. and Teresa F. Sparks, and each of them, his true and lawful attorney-in-fact, as agent and with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CLIFFORD G. ADLERZ Clifford G. Adlerz	Chief Executive Officer, President and Director of Each Registrant	September 25, 2008
/s/ R. DALE KENNEDY R. Dale Kennedy	Secretary and Director of each Registrant	September 25, 2008
/s/ KENNETH C. MITCHELL Kenneth C. Mitchell	Vice President and Director of Each Registrant	September 25, 2008
/s/ TERESA F. SPARKS Teresa F. Sparks	Vice President of Each Registrant (Principal Financial and Accounting Officer)	September 25, 2008

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Nashville, State of Tennessee, on the 25^th day of September, 2008.

Ambulatory Resource Centres Investment Company, LLC

ASC of New Albany, LLC

NeoSpine Surgery of Bristol, LLC

NeoSpine Surgery of Nashville, LLC

NeoSpine Surgery of Puyallup, LLC

NeoSpine Surgery, LLC

Northstar Hospital, LLC

PSC Development, LLC

PSC New York, L.L.C.

PSC Operating Company, LLC

Quahog Holding Company, LLC

SARC/Kent, LLC

SARC/Providence, LLC

SARC/San Antonio, LLC

SARC/West Houston, LLC

SMBI Havertown, LLC

SMBI Northstar, LLC

SMBI OSE, LLC

SMBI Portsmouth, LLC

SMBIMS Kirkwood, LLC

SMBIMS 119, LLC

SMBIMS Durango, LLC

SMBIMS Elk River, LLC

SMBIMS Florida I, LLC

SMBIMS Greenville, LLC

SMBIMS Maple Grove, LLC

SMBIMS Novi, LLC

SMBIMS Orange City, LLC

SMBIMS Tampa, LLC

SMBIMS Temple, LLC

SMBIMS Wichita, LLC

SMBISS Arcadia, LLC

SMBISS Beverly Hills, LLC

SMBISS Chesterfield, LLC

SMBISS Encino, LLC

SMBISS Irvine, LLC

SMBISS Roswell, LLC

SMBISS Sandy Springs, LLC

SMBISS Thousand Oaks, LLC

SymbionARC Support Services, LLC

UniPhy Healthcare of Johnson City VI, LLC

UniPhy Healthcare of Memphis I, LLC

UniPhy Healthcare of Memphis III, LLC

UniPhy Healthcare of Memphis IV, LLC

By:
/s/ TERESA F. SPARKS
Teresa F. Sparks
Vice President

II-24

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard E. Francis, Jr. and Teresa F. Sparks, and each of them, his true and lawful attorney-in-fact, as agent and with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CLIFFORD G. ADLERZ Clifford G. Adlerz	Chief Executive Officer, President and Director of Any Corporate Members of Each Registrant	September 25, 2008
/s/ R. DALE KENNEDY R. Dale Kennedy	Secretary and Director of Any Corporate Members of Each Registrant	September 25, 2008
/s/ KENNETH C. MITCHELL Kenneth C. Mitchell	Vice President and Director of Any Corporate Members of Each Registrant	September 25, 2008
/s/ TERESA F. SPARKS Teresa F. Sparks	Vice President of a Member of Each Registrant (Principal Financial and Accounting Officer)	September 25, 2008

II-25

Exhibit Index

No.	Description
2.1	Agreement and Plan of Merger, dated as of April 24, 2007, by and among Symbol Acquisition, L.L.C., Symbol Merger Sub, Inc. and Symbion, Inc.(a)
3.1	Amended Certificate of Incorporation of Symbion, Inc.
3.2	Amended and Restated Bylaws of Symbion, Inc.
3.3	Articles of Organization of Ambulatory Resource Centres Investment Company, LLC
3.4	Operating Agreement of Ambulatory Resource Centres Investment Company, LLC
3.5	Articles of Incorporation of Ambulatory Resource Centres of Florida, Inc.
3.6	Bylaws of Ambulatory Resource Centres of Florida, Inc.
3.7	Charter of Ambulatory Resource Centres of Massachusetts, Inc.
3.8	Bylaws of Ambulatory Resource Centres of Massachusetts, Inc.
3.9	Charter of Ambulatory Resource Centres of Texas, Inc.
3.10	Bylaws of Ambulatory Resource Centres of Texas, Inc.
3.11	Charter of Ambulatory Resource Centres of Washington, Inc.
3.12	Bylaws of Ambulatory Resource Centres of Washington, Inc.
3.13	Charter of Ambulatory Resource Centres of Wilmington, Inc.
3.14	Bylaws of Ambulatory Resource Centres of Wilmington, Inc.
3.15	Charter of ARC Development Corporation
3.16	Bylaws of ARC Development Corporation
3.17	Charter of ARC Dry Creek, Inc.
3.18	Bylaws of ARC Dry Creek, Inc.
3.19	Charter of ARC Financial Services Corporation
3.20	Bylaws of ARC Financial Services Corporation
3.21	Certificate of Formation of ASC of Hammond, Inc.
3.22	Bylaws of ASC of Hammond, Inc.
3.23	Articles of Organization of ASC of New Albany, LLC
3.24	Operating Agreement of ASC of New Albany, LLC
3.25	Articles of Incorporation of Houston PSC-I, Inc., as amended
3.26	Bylaws of Houston PSC-I, Inc.
3.27	Articles of Incorporation of Lubbock Surgicenter, Inc.
3.28	Bylaws of Lubbock Surgicenter, Inc.
3.29	Charter of Medisphere Health Partners—Oklahoma City, Inc.
3.30	Bylaws of Medisphere Health Partners—Oklahoma City, Inc.
3.31	Charter of Medisphere Health Partners Management of Tennessee, Inc., as amended

No.	Description
3.32	Bylaws of Medisphere Health Partners Management of Tennessee, Inc.
3.33	Certificate of Formation of NeoSpine Surgery of Bristol, LLC, as amended
3.34	Operating Agreement of NeoSpine Surgery of Bristol, LLC, as amended
3.35	Certificate of Formation of NeoSpine Surgery of Nashville, LLC, as amended
3.36	Limited Liability Company Agreement of NeoSpine Surgery of Nashville, LLC
3.37	Certificate of Formation of NeoSpine Surgery of Puyallup, LLC
3.38	Limited Liability Company Agreement of NeoSpine Surgery of Puyallup, LLC
3.39	Certificate of Formation NeoSpine Surgery, LLC, as amended
3.40	Limited Liability Company Agreement of NeoSpine Surgery, LLC
3.41	Certificate of Formation of NSC Edmond, Inc.
3.42	Bylaws of NSC Edmond, Inc.
3.43	Certificate of Formation of Physicians Surgical Care Management, Inc.
3.44	Bylaws of Physicians Surgical Care Management, Inc.
3.45	Certificate of Incorporation of Physicians Surgical Care, Inc., as amended
3.46	Bylaws of Physicians Surgical Care, Inc., as amended
3.47	Certificate of Formation of Premier Ambulatory Surgery of Duncanville, Inc.
3.48	Bylaws of Premier Ambulatory Surgery of Duncanville, Inc.
3.49	Certificate of Formation of PSC Development Company, LLC
3.50	Limited Liability Company Agreement of PSC Development Company, LLC
3.51	Certificate of Formation of PSC of New York, L.L.C.
3.52	Limited Liability Company Agreement of PSC of New York, L.L.C.
3.53	Certificate of Formation of PSC Operating Company, LLC
3.54	Limited Liability Company Agreement of PSC Operating Company, LLC
3.55	Certificate of Formation of Quahog Holding Company, LLC
3.56	Limited Liability Company Agreement of Quahog Holding Company, LLC
3.57	Charter of SARC/Asheville, Inc.
3.58	Bylaws of SARC/Asheville, Inc.
3.59	Charter of SARC/Circleville, Inc.
3.60	Bylaws of SARC/Circleville, Inc.
3.61	Charter of SARC/Columbia, Inc.
3.62	Bylaws of SARC/Columbia, Inc.
3.63	Charter of SARC/Deland, Inc.
3.64	Bylaws of SARC/Deland, Inc.
3.65	Charter of SARC/Ft. Myers, Inc.
3.66	Bylaws of SARC/Ft. Myers, Inc.

No.	Description
3.67	Charter of SARC/FW, Inc.
3.68	Bylaws of SARC/FW, Inc.
3.69	Charter of SARC/Georgia, Inc.
3.70	Bylaws of SARC/Georgia, Inc.
3.71	Charter of SARC/Jacksonville, Inc.
3.72	Bylaws of SARC/Jacksonville, Inc.
3.73	Articles of Organization of SARC/Kent, LLC (f/k/a SMBISS East Greenwich), as amended
3.74	Operating Agreement of SARC/Kent, LLC (f/k/a SMBISS East Greenwich, LLC)
3.75	Charter of SARC/Knoxville, Inc.
3.76	Bylaws of SARC/Knoxville, Inc.
3.77	Charter of SARC/Largo Endoscopy, Inc. (f/k/a SARC/Largo Pain & G.I., Inc.), as amended
3.78	Bylaws of SARC/Largo Endoscopy, Inc. (f/k/a SARC/Largo Pain & G.I., Inc.)
3.79	Charter of SARC/Largo, Inc.
3.80	Bylaws of SARC/Largo, Inc.
3.81	Charter of SARC/Metairie, Inc.
3.82	Bylaws of SARC/Metairie, Inc.
3.83	Articles of Organization of SARC/Providence, LLC
3.84	Operating Agreement of SARC/Providence, LLC
3.85	Articles of Organization of SARC/San Antonio, LLC
3.86	Operating Agreement of SARC/San Antonio, LLC
3.87	Charter of SARC/Savannah, Inc.
3.88	Bylaws of SARC/Savannah, Inc.
3.89	Charter of SARC/St. Charles, Inc.
3.90	Bylaws of SARC/St. Charles, Inc.
3.91	Charter of SARC/Vincennes, Inc.
3.92	Bylaws of SARC/Vincennes, Inc.
3.93	Articles of Organization of SARC/West Houston, LLC
3.94	Operating Agreement of SARC/West Houston, LLC
3.95	Charter of SARC/Worcester, Inc.
3.96	Bylaws of SARC/Worcester, Inc.
3.97	Charter of SI/Dry Creek, Inc.
3.98	Bylaws of SI/Dry Creek, Inc.
3.99	Articles of Organization of SMBI Havertown, LLC
3.100	Operating Agreement of SMBI Havertown, LLC
3.101	Articles of Organization of SMBI Northstar, LLC

No.	Description
3.102	Operating Agreement of SMBI Northstar, LLC
3.103	Articles of Organization of SMBI OSE, LLC
3.104	Operating Agreement of SMBI OSE, LLC
3.105	Articles of Organization of SMBI Portsmouth, LLC
3.106	Operating Agreement of SMBI Portsmouth, LLC
3.107	Articles of Organization of SMBIMS Kirkwood, LLC
3.108	Operating Agreement of SMBIMS Kirkwood, LLC
3.109	Articles of Organization of SMBIMS 119, LLC
3.110	Operating Agreement of SMBIMS 119, LLC
3.111	Charter of SMBIMS Birmingham, Inc.
3.112	Bylaws of SMBIMS Birmingham, Inc.
3.113	Articles of Organization of SMBIMS Durango, LLC
3.114	Operating Agreement of SMBIMS Durango, LLC
3.115	Articles of Organization of SMBIMS Elk River, LLC
3.116	Operating Agreement of SMBIMS Elk River, LLC
3.117	Articles of Organization of SMBIMS Florida I, LLC
3.118	Operating Agreement of SMBIMS Florida I, LLC
3.119	Articles of Organization of SMBIMS Greenville, LLC (f/k/a SMBIMS G, LLC), as amended
3.120	Operating Agreement of SMBIMS Greenville, LLC (f/k/a SMBIMS G, LLC)
3.121	Articles of Organization of SMBIMS Maple Grove, LLC
3.122	Operating Agreement of SMBIMS Maple Grove, LLC
3.123	Articles of Organization of SMBIMS Novi, LLC
3.124	Operating Agreement of SMBIMS Novi, LLC
3.125	Articles of Organization of SMBIMS Orange City, LLC
3.126	Operating Agreement of SMBIMS Orange City, LLC
3.127	Charter of SMBIMS Steubenville, Inc.
3.128	Bylaws of SMBIMS Steubenville, Inc.
3.129	Articles of Organization of SMBIMS Tampa, LLC
3.130	Operating Agreement of SMBIMS Tampa, LLC
3.131	Articles of Organization of SMBIMS Temple, LLC
3.132	Operating Agreement of SMBIMS Temple, LLC
3.133	Charter of SMBIMS Tuscaloosa, Inc.
3.134	Bylaws of SMBIMS Tuscaloosa, Inc.
3.135	Articles of Organization of SMBIMS Wichita, LLC (f/k/a SMBIMS W, LLC), as amended
3.136	Operating Agreement of SMBIMS Wichita, LLC (f/k/ SMBIMS W, LLC)

No.	Description
3.137	Articles of Organization of SMBISS Arcadia, LLC (f/k/a SMBISS A, LLC), as amended
3.138	Operating Agreement of SMBISS Arcadia, LLC (f/k/a SMBISS A, LLC)
3.139	Articles of Organization of SMBISS Beverly Hills, LLC (f/k/a SMBISS B, LLC), as amended
3.140	Operating Agreement of SMBISS Beverly Hills, LLC (f/k/a SMBISS B, LLC)
3.141	Articles of Organization of SMBISS Chesterfield, LLC
3.142	Operating Agreement of SMBISS Chesterfield, LLC
3.143	Articles of Organization of SMBISS Encino, LLC (f/k/a SMBISS E, LLC), as amended
3.144	Operating Agreement of SMBISS Encino, LLC (f/k/a SMBISS E, LLC)
3.145	Articles of Organization of SMBISS Irvine, LLC (f/k/a SMBISS I, LLC), as amended
3.146	Operating Agreement of SMBISS Irvine, LLC (f/k/a SMBISS I, LLC)
3.147	Articles of Organization of SMBISS Roswell, LLC
3.148	Operating Agreement of SMBISS Roswell, LLC
3.149	Articles of Organization of SMBISS Sandy Springs, LLC
3.150	Operating Agreement of SMBISS Sandy Springs, LLC
3.151	Articles of Organization of SMBISS Thousand Oaks, LLC (f/k/a SMBISS T, LLC), as amended
3.152	Operating Agreement of SMBISS Thousand Oaks, LLC (f/k/a SMBISS T, LLC)
3.153	Articles of Incorporation of Surgicare of Deland, Inc.
3.154	Bylaws of Surgicare of Deland, Inc.
3.155	Charter of Symbion Ambulatory Resource Centres, Inc., as amended
3.156	Bylaws of Symbion Ambulatory Resource Centres, Inc.
3.157	Charter of Symbion Imaging, Inc.
3.158	Bylaws of Symbion Imaging, Inc.
3.159	Charter of SymbionARC Management Services, Inc., as amended
3.160	Bylaws of SymbionARC Management Services, Inc.
3.161	Articles of Organization of SymbionARC Support Services, LLC
3.162	Operating Agreement of SymbionARC Support Services, LLC
3.163	Articles of Incorporation of Texarkana Surgery Center GP, Inc., as amended
3.164	Bylaws of Texarkana Surgery Center GP, Inc.
3.165	Charter of UniPhy Healthcare of Eugene/Springfield I, Inc.
3.166	Bylaws of UniPhy Healthcare of Eugene/Springfield I, Inc.
3.167	Articles of Organization of UniPhy Healthcare of Johnson City VI, LLC, as amended
3.168	Operating Agreement of UniPhy Healthcare of Johnson City VI, LLC
3.169	Charter of UniPhy Healthcare of Louisville, Inc.
3.170	Bylaws of UniPhy Healthcare of Louisville, Inc.
3.171	Charter of UniPhy Healthcare of Maine I, Inc.

No.	Description
3.172	Bylaws of UniPhy Healthcare of Maine I, Inc.
3.173	Articles of Organization of UniPhy Healthcare of Memphis I, LLC, as amended
3.174	Operating Agreement of UniPhy Healthcare of Memphis I, LLC
3.175	Charter of UniPhy Healthcare of Memphis II, Inc.
3.176	Bylaws of UniPhy Healthcare of Memphis II, Inc.
3.177	Articles of Organization of UniPhy Healthcare of Memphis III, LLC, as amended
3.178	Operating Agreement of UniPhy Healthcare of Memphis III, LLC
3.179	Articles of Organization of UniPhy Healthcare of Memphis IV, LLC, as amended
3.180	Operating Agreement of UniPhy Healthcare of Memphis IV, LLC
3.181	Articles of Incorporation of VASC, Inc.
3.182	Bylaws of VASC, Inc.
3.183	Certificate of Incorporation of Village Surgicenter, Inc.
3.184	Bylaws of Village Surgicenter, Inc.
3.185	Limited Liability Company Agreement of Northstar Hospital, LLC
3.186	Certificate of Formation of Northstar Hospital, LLC
4.1	Indenture, dated as of June 3, 2008, among Symbion, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee
4.2	Form of Notes (included in Exhibit 4.1)
4.3	Registration Rights Agreement, dated as of June 3, 2007, among Symbion, Inc., the subsidiaries of Symbion, Inc. party thereto as guarantors, and Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and Greenwich Capital Markets, Inc.
4.4	First Supplemental Indenture, dated as of September 18, 2008 among Symbion, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee
5.1	Opinion of Waller Lansden Dortch & Davis, LLP
8.1	Tax Opinion of Waller Lansden Dortch & Davis, LLP
10.1	Employment Agreement, dated August 23, 2007, between Symbion, Inc. and Richard E. Francis, Jr.
10.2	Employment Agreement, dated August 23, 2007, between Symbion, Inc. and Clifford G. Adlerz
10.3	Credit Agreement, dated as of August 23, 2007, among Symbol Holdings Corporation, Symbol Merger Sub, Inc., the Lenders party thereto from time to time, Merrill Lynch Capital Corporation as Administrative Agent and Collateral Agent, Bank of America, N.A. as Syndication Agent, The Royal Bank of Scotland PLC and Fifth Third Bank as Co-Documentation Agents, and Merrill Lynch & Co., Merrill, Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC as Joint Lead Arrangers and Joint Lead Bookrunners

No.	Description
10.4	Lease Agreement, dated June 26, 2001, between Burton Hills IV Partners and Symbion, Inc.(b)
10.5	First Amendment to Lease Agreement, dated February 9, 2004, between Burton Hills IV Partners and Symbion, Inc.(c)
10.6	Symbion Holdings Corporation 2007 Equity Incentive Plan
10.7	Symbion, Inc. Executive Change in Control Severance Plan
10.8	Symbion Holdings Corporation Compensatory Equity Participation Plan
10.9	Shareholders Agreement, dated as of August 23, 2007, among Symbion Holdings Corporation and the stockholders of Symbion Holdings Corporation and other persons named therein
10.10	Advisory Services and Monitoring Agreement, dated as of August 23, 2007, among Symbion, Inc., Symbion Holdings Corporation and Crestview Advisors, L.L.C.
10.11	Form of Employee Contribution Agreement
10.12	Symbion, Inc. Supplemental Executive Retirement Plan(d)
10.13	Management Rights Purchase Agreement, dated as of July 27, 2005, by and among Parthenon Management Partners, LLC, Andrew A. Brooks, M.D., Randhir S. Tuli and SymbionARC Management Services, Inc.(e)
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges
21.1	Subsidiaries of Registrant
23.1	Consent of Waller Lansden Dortch & Davis, LLP (see Exhibit 5.1)
23.2	Consent of Ernst & Young LLP
24.1	Powers of Attorney (included on signature page)
25.1	Statement on Form T-1 as to the eligibility of the Trustee
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery

(a)

Incorporated by reference to exhibits filed with the Registrant's Current Report on Form 8-K filed April 24, 2007 (File No. 000-50574)

(b)

Incorporated by reference to exhibits filed with the Registrant's Registration Statement on Form S-1 (Registration No. 333-89554)

(c)

Incorporated by reference to exhibits filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 000-50574)

(d)

Incorporated by reference to exhibits filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 000-50574)

(e)

Incorporated by reference to exhibits filed with the Registrant's Current Report on Form 8-K filed August 2, 2005 (File No. 000-50574)

QuickLinks

Table of Additional Registrants
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
INDUSTRY AND MARKET DATA
PROSPECTUS SUMMARY
Summary of the Terms of the Exchange Offer
Summary Description of the Exchange Notes
Ratios of Earnings to Fixed Charges
Summary Financial and Operating Data
RISK FACTORS
THE EXCHANGE OFFER
THE MERGER, ACQUISITIONS AND RELATED FINANCINGS
USE OF PROCEEDS
CAPITALIZATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2008 (in thousands)
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007 (in thousands)
SELECTED FINANCIAL AND OPERATING DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
DESCRIPTION OF CERTAIN INDEBTEDNESS
DESCRIPTION OF THE EXCHANGE NOTES
BOOK-ENTRY; DELIVERY AND FORM
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
AVAILABLE INFORMATION
SYMBION, INC. INDEX TO FINANCIAL STATEMENTS
SYMBION, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share amounts)
SYMBION, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in thousands) (unaudited)
SYMBION, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (dollars in thousands, except per share amounts) (unaudited)
SYMBION, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) (unaudited)
SYMBION, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2008 (Unaudited)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
SYMBION, INC. CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share amounts)
SYMBION, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in thousands)
SYMBION, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (dollars in thousands, except per share amounts)
SYMBION, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands)
SYMBION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2007
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Item 21. Exhibits and Financial Statement Schedules.
Item 22. Undertakings.

SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
Exhibit Index

EX-3.1

Exhibit 3.1

AMENDED CERTIFICATE OF INCORPORATION

OF

SYMBION, INC.

August 23, 2007

FIRST: The name of the corporation is Symbion, Inc. (the “Corporation”).

SECOND: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”).

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000, and the par value of each such share is $0.01, amounting in the aggregate to $10.00.

FIFTH: The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation.

SIXTH: Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.

SEVENTH: The Corporation expressly elects not to be governed by Section 203 of Delaware Law.

EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of Delaware Law or (d) for any transaction from which the director derived an improper personal benefit. If Delaware Law is amended to authorize corporate action eliminating or further limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by Delaware Law, as so amended. Any repeal or modification of the foregoing by the stockholders shall not adversely

affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. Until the foregoing provisions become effective, the liability of the directors shall be limited to the full extent permitted by law.

NINTH: The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the fullest extent authorized or permitted by Delaware Law (as now or hereafter in effect), any person (or the estate of any person) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses to the fullest extent authorized or permitted by Delaware Law (as now or hereafter in effect), nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may have or hereafter acquire under this Certificate of Incorporation or the Bylaws of the Corporation or under any agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Any repeal or modification of the foregoing by amendment or operation of law shall not adversely affect any right of a director, officer or employee of the Corporation existing at the time of such repeal or modification.

TENTH: The Corporation reserves the right to amend this Certificate of Incorporation in any manner permitted by Delaware Law and all rights and powers conferred herein on stockholders, directors and officers, if any, are subject to this reserved power.

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF

SYMBION, INC.

* * * * *

ARTICLE 1

OFFICES

Section 1.01. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 1.03. Books. The books of the Corporation may be kept within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE 2
MEETINGS OF STOCKHOLDERS

Section 2.01. Time and Place of Meetings. All meetings of stockholders shall be held at such place, either within or without the State of Delaware, on such date and at such time as may be determined from time to time by the Board of Directors (or the Chairman in the absence of a designation by the Board of Directors).

Section 2.02. Annual Meetings. Unless directors are elected by written consent in lieu of an annual meeting as permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“Delaware Law”), an annual meeting of stockholders, commencing with the year 2007, shall be held for the election of directors and to transact such other business as may properly be brought before the meeting. Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent

to elect directors; provided, however, that if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

Section 2.03. Special Meetings. Special meetings of stockholders may be called by the Board of Directors or the Chairman of the Board and shall be called by the Secretary at the request in writing of holders of record of a majority of the outstanding capital stock of the Corporation entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 2.04. Notice of Meetings and Adjourned Meetings; Waivers of Notice. (a) Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by Delaware Law, such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting. Unless these bylaws otherwise require, when a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time, place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(b) A written waiver of any such notice signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.05. Quorum. Unless otherwise provided under the certificate of incorporation or these bylaws and subject to Delaware Law, the presence, in person or by proxy, of the holders of a majority of the outstanding capital stock of the Corporation entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business. If, however, such quorum shall not be

2

present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.06. Voting. (a) Unless otherwise provided in the certificate of incorporation and subject to Delaware Law, each stockholder shall be entitled to one vote for each outstanding share of capital stock of the Corporation held by such stockholder. Any share of capital stock of the Corporation held by the Corporation shall have no voting rights. Unless otherwise provided in Delaware Law, the certificate of incorporation or these bylaws, the affirmative vote of a majority of the shares of capital stock of the Corporation present, in person or by written proxy, at a meeting of stockholders and entitled to vote on the subject matter shall be the act of the stockholders.

(b)Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by written proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 2.07. Action by Consent. (a) Unless otherwise provided in the certificate of incorporation and subject to the proviso in Section 2.02, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided in Section 2.07(b).

(b)Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest

3

dated consent delivered in the manner required by this section and Delaware Law to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Section 2.08. Organization. At each meeting of stockholders, the Chairman of the Board, if one shall have been elected, or in the Chairman’s absence or if one shall not have been elected, the director designated by the vote of the majority of the directors present at such meeting, shall act as chairman of the meeting. The Secretary (or in the Secretary’s absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof.

Section 2.09. Order of Business. The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting.

ARTICLE 3
DIRECTORS

Section 3.01. General Powers. Except as otherwise provided in Delaware Law or the certificate of incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 3.02. Number, Election and Term Of Office. The number of directors which shall constitute the whole Board shall be fixed from time to time by resolution of the Board of Directors. The directors shall be elected at the annual meeting of the stockholders by written ballot, except as provided in Section 2.02 and Section 3.12 herein, and each director so elected shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders.

Section 3.03. Quorum and Manner of Acting. Unless the certificate of incorporation or these bylaws require a greater number, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the directors present at meeting at which a quorum is present shall be the act of the Board of Directors. When a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Directors may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat shall adjourn the meeting,

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from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.04. Time and Place of Meetings. The Board of Directors shall hold its meetings at such place, either within or without the State of Delaware, and at such time as may be determined from time to time by the Board of Directors (or the Chairman in the absence of a determination by the Board of Directors).

Section 3.05. Annual Meeting. The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such place either within or without the State of Delaware, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in Section 3.07 herein or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice.

Section 3.06. Regular Meetings. After the place and time of regular meetings of the Board of Directors shall have been determined and notice thereof shall have been once given to each member of the Board of Directors, regular meetings may be held without further notice being given.

Section 3.07. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called by the Chairman of the Board, President or Secretary on the written request of any directors. Notice of special meetings of the Board of Directors shall be given to each director at least three days before the date of the meeting in such manner as is determined by the Board of Directors.

Section 3.08. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matter: (a) approving or adopting, or recommending to the

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stockholders, any action or matter expressly required by Delaware Law to be submitted to the stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 3.09. Action by Consent. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 3.10. Telephonic Meetings. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.11. Resignation. Any director may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors or to the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.12. Vacancies. Unless otherwise provided in the certificate of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Each director so chosen shall hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. If there are no directors in office, then an election of directors may be held in accordance with Delaware Law. Unless otherwise provided in the certificate of incorporation, when one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such

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resignation or resignations shall become effective, and each director so chosen shall hold office as provided in the filling of other vacancies.

Section 3.13. Removal. Any director or the entire Board of Directors may be removed, with or without cause, at any time by the affirmative vote of the holders of a majority of the outstanding capital stock of the Corporation then entitled to vote at any election of directors and the vacancies thus created may be filled in accordance with Section 3.12 herein.

Section 3.14. Compensation. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

ARTICLE 4
OFFICERS

Section 4.01. Principal Officers. The principal officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer and a Secretary who shall have the duty, among other things, to record the proceedings of the meetings of stockholders and directors in a book kept for that purpose. The Corporation may also have such other principal officers, including one or more Controllers, as the Board may in its discretion appoint. One person may hold the offices and perform the duties of any two or more of said offices, except that no one person shall hold the offices and perform the duties of President and Secretary.

Section 4.02. Election, Term of Office and Remuneration. The principal officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting thereof. Each such officer shall hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. The remuneration of all officers of the Corporation shall be fixed by the Board of Directors. Any vacancy in any office shall be filled in such manner as the Board of Directors shall determine.

Section 4.03. Subordinate Officers. In addition to the principal officers enumerated in Section 4.01 herein, the Corporation may have one or more Assistant Treasurers, Assistant Secretaries and Assistant Controllers and such other subordinate officers, agents and employees as the Board of Directors may deem necessary, each of whom shall hold office for such period as the Board of Directors may from time to time determine. The Board of Directors may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees.

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Section 4.04. Removal. Except as otherwise permitted with respect to subordinate officers, any officer may be removed, with or without cause, at any time, by resolution adopted by the Board of Directors.

Section 4.05. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors (or to a principal officer if the Board of Directors has delegated to such principal officer the power to appoint and to remove such officer). The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.06. Powers and Duties. The officers of the Corporation shall have such powers and perform such duties incident to each of their respective offices and such other duties as may from time to time be conferred upon or assigned to them by the Board of Directors.

ARTICLE 5
GENERAL PROVISIONS

Section 5.01. Fixing the Record Date. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting.

(b)In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by Delaware Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by

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delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by Delaware Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5.02. Dividends. Subject to limitations contained in Delaware Law and the certificate of incorporation, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, in property or in shares of the capital stock of the Corporation.

Section 5.03. Year. The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year.

Section 5.04. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced.

Section 5.05. Voting of Stock Owned by the Corporation. The Board of Directors may authorize any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used at any meeting of stockholders of any corporation (except this Corporation) in which the Corporation may hold stock.

Section 5.06. Amendments. These bylaws or any of them, may be altered, amended or repealed, or new bylaws may be made, by the stockholders entitled to vote thereon at any annual or special meeting thereof or by the Board of Directors.

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EX-3.3

Exhibit 3.3

State of Delaware
Certificate of Merger of Foreign Corporation
into Domestic Limited Liability Company

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act.

First:  The name of the surviving Limited Liability Company is Ambulatory Resource Centres Investment Company, LLC, a Delaware Limited Liability Company.

Second:  The name of the foreign corporation being merged into this surviving Limited Liability Company is Ambulatory Resource Centres Investment Company, Inc. The jurisdiction in which the foreign corporation was formed is Washington.

Third:  The Agreement of Merger has been approved and executed by each of the constituent entities.

Fourth:  The name of the surviving Limited Liability Company is: Ambulatory Resource Centres Investment Company, LLC.

Fifth:  The merger is to become effective on December 31, 2007 at 11:59 p.m..

Sixth:  The Agreement of Merger is on file at 40 Burton Hills Boulevard, Suite 500 Nashville, TN 37215, a place of business of the surviving Limited Liability Company.

Seventh:  A copy of the Agreement of Merger will be furnished by the surviving Limited Liability Company, on request without cost, to any member or stockholder of the constituent entities.

IN WITNESS WHEREOF, said Limited Liability Company has caused this certificate to be signed by an authorized person, this 21st day of December, A.D. 2007.

By:	/s/ Teresa F. Sparks
	Authorized Person
Name:	Teresa F. Sparks
	Print or Type

ARTICLES OF MERGER

OF

AMBULATORY RESOURCE CENTRES INVESTMENT COMPANY, INC.

(a Washington corporation)

WITH AND INTO

AMBULATORY RESOURCE CENTRES INVESTMENT COMPANY, LLC
(a Delaware limited liability company)

Pursuant to Section 23B.11.080 of the Washington Business Corporation Act, Ambulatory Resource Centres Investment Company, Inc., a Washington corporation (“ARC Investment”), and Ambulatory Resource Centres Investment Company, LLC, a Delaware limited liability company (the “LLC”), hereby executes and submits for filing the following Articles of Merger:

1.         The Agreement and Plan of Merger is attached hereto as Exhibit A.

2.         The Agreement and Plan of Merger was duly approved by the board of directors and the sole shareholder of ARC Investment on December 21, 2007 pursuant to Section 23B.11.030. The Agreement and Plan of Merger was duly approved by the sole member of the LLC on December 21, 2007.

3.         This merger is permitted by the laws of Delaware under whose laws the LLC is formed, and the LLC has complied with such laws in effecting this merger.

4.         The LLC is deemed to appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger.

5.         The LLC agrees to promptly pay to the dissenting shareholders of each domestic corporation party to the merger the amount, if any, to which they are entitled under Chapter 23B.13 of the Washington Business Corporation Act.

6.         The effective date of this merger is December 31, 2007 at 11:59 p.m.

Dated: December 21, 2007	AMBULATORY RESOURCE CENTRES INVESTMENT COMPANY, LLC, a Delaware limited liability company
	By:	SymbionARC Management Services Inc., its sole member
		By:	/s/ Teresa F. Sparks
		Teresa F. Sparks, Vice President

EXHIBIT A

Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER

MERGING

AMBULATORY RESOURCE CENTRES INVESMENT COMPANY, INC.

(a Washington corporation)

WITH AND INTO

AMBULATORY RESOURCE CENTRES INVESTMENT COMPANY, LLC
(a Delaware limited liability company)

WHEREAS, each of (1) the Board of Directors of Ambulatory Resource Centres Investment Company, Inc., a Washington corporation (“ARC Investment”), and (2) the sole member of Ambulatory Resource Centres Investment Company, LLC, a Delaware limited liability company (the “LLC”) have determined that it is advisable for ARC Investment to merge with and into the LLC upon the terms and conditions provided herein.

NOW THEREFORE, ARC Investment and the LLC hereby agree to merge into a single limited liability company as follows:

1.Constituent Corporation; Surviving Corporation. Pursuant to this Agreement of and Plan of Merger, ARC Investment shall be merged with and into the LLC, with the LLC being the “Surviving Corporation” (the “Merger”). The Surviving Corporation’s name shall be Ambulatory Resource Centres Investment Company, LLC.

2.Terms and Conditions of Merger. The LLC will cause a Certificate of Merger and any other required documents to be executed and filed with the Delaware Secretary of State. ARC Investment will cause Articles of Merger to be filed with the Washington Secretary of State. The Merger shall be effective as of 11:59 p.m. on December 31, 2007 (the “Effective Time”).

a.Continuation of the LLC. The name, identity, purpose, existence, rights, privileges, powers, franchises, properties and assets of the LLC shall continue unimpaired by the Merger.

b.Termination of Existence of ARC Washington. At the Effective Time, the separate existence of ARC Investment shall cease, and all rights, privileges, powers, franchises, properties, assets, duties, obligations and liabilities of ARC Investment shall be vested in the LLC, without any further act or deed, and shall be effectively the property of the LLC as they were of ARC Investment.

3.Organization of Surviving Corporation. The certificate of formation of the LLC shall be the certificate of formation of the Surviving Corporation, and the limited liability company agreement of the LLC shall be the limited liability company agreement of the Surviving Corporation (the “LLC Agreement”), at and after the Effective Time.

4.Cancellation of the Capital Stock of ARC Investment. At the Effective Time, each issued and outstanding share of capital stock of ARC Investment shall, by virtue of the Merger and without any action on the part of the holders thereof, shall cease to be outstanding and shall be cancelled

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without consideration. After the Effective Time, outstanding certificates of ARC Investment shall be surrendered to the sole member of the LLC.

5.Amendment or Abandonment. This Agreement and Plan of Merger may be amended or abandoned prior to the filing of the Articles of Merger only by a written agreement signed by the LLC and ARC Investment.

Dated: December 21, 2007

AMBULATORY RESOURCE CENTRES INVESTMENT COMPANY, INC, a Washington corporation
By:	/s/ Teresa F. Sparks
Teresa F. Sparks, its Vice President
AMBULATORY RESOURCE CENTRES INVESTMENT COMPANY, INC, a Delaware limited liability company
By:	/s/ Teresa F. Sparks
Teresa F. Sparks, its Vice President

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EX-3.4

Exhibit 3.4

LIMITED LIABILITY COMPANY AGREEMENT
OF
AMBULATORY RESOURCE CENTRES INVESTMENT COMPANY, LLC

This limited liability company agreement of AMBULATORY RESOURCE CENTRES INVESTMENT COMPANY, LLC, a Delaware limited liability company (the “Company”), effective as of December 20, 2007 (this “Agreement”), is entered into by SymbionARC Management Services, Inc., a Tennessee corporation, as the sole member (the “Member”).

RECITALS:

WHEREAS, the Company was formed on December 20, 2007 as a limited liability company by the filing of a certificate under and subject to the laws of the State of Delaware for the purpose described below; and

WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby adopts this Limited Liability Company Agreement and hereby agrees as follows:

AGREEMENT:

1.         Name. The name of the limited liability company is Ambulatory Resource Centres Investment Company, LLC.

2.         Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and engaging in any and all activities necessary or incidental to the foregoing.

3.         Registered Office. The address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

4.         Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company.

5.         Authorized Units. The Company shall be authorized to issue up to 100 Units of membership interest in the Company or such greater or lesser number as the Member may determine from time to time. Schedule A sets forth the number of Units owned by the Member, which represent 100% of the membership interests in the Company.

6.         Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company is set forth in Schedule A attached hereto and shall be listed on the books and records of the Company. The Member of the Company shall cause the books and records, and the aforementioned Schedule, to be updated from time to time as necessary to accurately reflect the information therein. The

Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

7.         Powers. The business and affairs of the Company shall be governed and managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware or as otherwise provided herein.

8.         Qualification and Election of Officers and Managers. The Member may elect a President, Secretary and any other officer or manager that the Member considers necessary or desirable for the operation and management of the Company to serve at the pleasure of the Member until his or her earlier termination, resignation or death. Managers need not be residents of the State of Delaware or a member of the Company. Any such managerial offices may be held by one or more persons, except that the offices of President and Secretary shall not be held by the same person.

9.         Term. The term of the Company shall commence on the date of filing of the Certificate of Formation with the Secretary of State of the State of Delaware and shall continue perpetually, unless earlier terminated in accordance with the provisions of this Limited Liability Company Agreement.

10.       Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

11.       Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.       Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.       Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

14.       Assignment and Transfer. The Member may assign or transfer in whole but not in part its Unit(s) of membership interest to a single acquiror upon the unanimous approval of the Member. No person may be admitted as a member of the Company without the prior written consent of the Member.

15.       Admission of Substitute Member. A person who acquires the Member’s Unit(s) of membership interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

16.       Liability of Member and Representatives. The Member shall not be liable for the debts, liabilities, contracts or other obligations of the Company. Except as otherwise provided by applicable state law, the Member shall be liable only to make such Member’s capital contribution and shall not be required to lend any funds to the Company or to make any additional capital contributions to the Company.

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17.       Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a manager or officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law. The right to indemnification conferred in this Section 17 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition: provided, however, that the Company will only make such an advancement of expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 17 or otherwise.

18.       Amendment. This Limited Liability Company Agreement may be amended from time to time only with the prior written consent of the Member.

19.       Governing Law. This Limited Liability Company Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the      day of December, 2007.

SYMBIONARC MANAGEMENT SERVICES, INC.

/s/ Teresa F. Sparks

Teresa F. Sparks

Vice President

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SCHEDULE A

Member and Business Address	Capital Contribution	Units
SymbionARC Management Servcies, Inc.	$	100
40 Burton Hills Boulevard
Suite 420
Nashville, TN 37215

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EX-3.5

Exhibit 3.5

ARTICLES OF INCORPORATION

OF

AMBULATORY RESOURCE CENTRES OF FLORIDA, INC.

The undersigned person, having capacity to contract and acting as incorporation of a corporation under the Florida Business Corporation Act, as amended, adopts the following charter for such corporation:

1.         Name. The name of the Corporation is Ambulatory Resource Centres of Florida, Inc.

2.         Principal Office. The address of the principal office of the Corporation shall be 20 Burton Hills Boulevard, Suite 100, Nashville, Davidson County, Tennessee 37215.

3.         Initial Registered Agent and Street Address. The name and Florida street address of the initial registered agent of the Corporation in the State of Florida are NRAI Services, Inc., 526 East Park Avenue, Tallahassee, Florida 32301.

4.         Incorporator. The name and address of the incorporator is James H. Spalding, 20 Burton Hills Boulevard, Suite 100, Nashville, Tennessee 37215

5.         Authorized Stock. The Corporation shall have authority, acting by its Board of Directors, to issue not more than one thousand (1,000) shares of common stock, no par value.

Dated: March 6, 1998.

/s/ James H. Spalding

James H. Spalding, Incorporator

Having been named as registered agent and to accept services of process for the above state corporation at the place designated in this certificate, the undersigned hereby accepts the appointment as registered agent and agrees to act in this capacity. The undersigned further agrees to comply with the provisions of all statutes relating to the proper and complete performance of its duties, and is familiar with and accepts the obligations of its position as registered agent.

NRAI SERVICES, INC.
By:	/s/ Betty B. Young
Title:	Asst. of Secretary

EX-3.6

Exhibit 3.6

BYLAWS
OF
AMBULATORY RESOURCE CENTRES OF FLORIDA, INC.
(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.          Principal Office and Registered Agent. The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson. The registered agent of the Corporation in the State of Florida shall be asset forth in the Articles of Incorporation of the Corporation, as the same may be changed from time to time by the Board of Directors.

Section 1.2           Other Offices. The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1           Place Of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2           Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3           Special Meetings. Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any

Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4           Voting. Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Florida.

Section 2.5           List Of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6           Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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Section 2.7           Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.8           Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required by the Florida Business Corporation Act to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writingsetting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9           Proceedings at Stockholders’ Meetings. At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1           Number And Term. The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2           Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3           Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

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Section 3.4           Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

Section 3.5           Duties And Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6           Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Florida Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7           Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records

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of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8           Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaws. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9           Compensation. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10         Action Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11         Meetings By Conference Telephone. Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12         Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the

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stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 4.1           Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a a Chief Operating Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.          Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.          Salaries. The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.          Tenure And Removal; Resignations. The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.          President. The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds,

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mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

Section 4.7           Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8           Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9           Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

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Section 4.10.        Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11         Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12         Assistant Vice Presidents And Assistant Secretaries. Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13         Voting Securities Owned By The Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

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ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1           Certificates Of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.2           Classes And Series Of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in Section              of the Florida Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3           Lost Certificate. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4           Transfer Of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

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Section 5.5           Stockholders’ Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6           Registered Stockholders. The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property

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or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7           Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8           Transfer Agents And Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9           Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

Section 5.10         Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1           Power To Indemnify In Actions, Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in

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a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2           Power To Indemnify In Actions, Suits Or Proceedings By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Florida or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 6.3           Authorization Of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4           Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another

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enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5           Indemnification By A Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Florida for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6.6           Expenses Payable In Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7           Nonexclusivity Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2

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of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Florida Business Corporation Act, or otherwise.

Section 6.8           Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9           Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10         Survival Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11         Limitation On Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such

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proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12         Indemnification Of Employees And Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1           Seal. The Corporation shall have no seal.

Section 7.2           Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3           Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1           Bylaw Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the stockholders at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2           Entire Board Of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

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ARTICLE IX

NOTICES

Section 9.1           Notices. Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2           Waivers Of Notice. Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

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EX-3.7

Exhibit 3.7

CHARTER

OF

AMBULATORY RESOURCE CENTRES OF MASSACHUSETTS, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under the Tennessee Business Corporation Act. as amended, adopts the following charter for such corporation.

1.         Name The name of the Corporation is Ambulatory Resource Centres of Masschusetts, Inc.

2.         Principal and Registered Offices The address of the principal and registered offices of the Corporation in the State of Tennessee shall be 20 Burton Hills Boulevard, Suite 100, Nashville, Davidson County, Tennessee 37215.

3.         Registered Agent. The name of the registered agent of the Corporation, located at the registered office set forth above is James H. Spalding.

4.         Nature of Corporation The Corporation is for profit.

5.         Incorporator. The name and address of the Incorporator is James H. Spalding. 20, Burton Hills Boulevard, Suite 100, Nashville Tennessee 37215.

6.         Authorized Stock. The Corporation shall have authority, acting by its Board of Directors to issue not more than one thousand (1,000) Shares of common stock, no par value.

7.         Indemnification.To the maximum extent permitted by law subject to the limitations contained in this paragraph 7, the Corporation shall indemnify an individual who is a party to a proceeding because such individual is or was a director or officer of the Corporation against any liability incurred in the proceeding and prior to the disposition thereof, advance the reasonable expenses incurred by such director or officer in connection with the proceeding, except that the Corporation shall not be required to indemnify or advance expenses to any director or officer for liability or expenses incurred in a proceeding initiated by or on behalf of such director or officer or to which such director or officer voluntarily becomes a party other than a suit to enforce indenmification rights. Furthermore, no indemnification under this Paragraph 7 shall be made if a judgment or other final adjudication adverse to the director or officer establishes his liability for (i) a breach of the director’s or office’s duty of loyalty to the Corporation or its shareholders, (ii)any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) any unlawful distributions described in Section 48-18-304 of the Tennessee Business Corporation Act, as amended, (the “Act”). No indemnification shall be made by the Corporation for any amount paid in settlement without the Corporation’s prior written consent.

A director’s or officer’s right to advancement of expenses are conditioned upon the director’s or officer’s furnishing the Corporation: (i) a written affirmation, personally signed by or on behalf of the director or officer of the good faith belief that he conducted himself in good

faith and in the reasonable belief that his conduct was not opposed to the Corporation’s best interests and, in the case of a criminal proceeding had no reasonable cause to believe his conduct was unlawful, and (ii) written opinion of counsel for the director or officer in the proceeding to the effect that, based on facts known to such counsel, it is reasonably possible that the director or officer will not be found liable contrary to his affirmation and (iii) a written undertaking(in the form of an unlimited general obligation of the director or officer, which need not be secured) personally signed by or on behalf of the director or officer to repay any advances, if a judgment or final adjudication adverse to the director or officer establishes his liability contrary to his affirmation.

A determination on behalf of the Corporation of whether a director or officer is entitled to indemnification or advancement of expenses under this Paragraph 7 shall be made by the board of directors or a committee thereof or by independent special legal counsel in accordance with the provisions of Section 48-18-506 of the Act. A director’s or officer’s rights to indemnification and advancement of expenses as provided in this Paragraph 7 are intended to be greater than those which are otherwise provided for in the Act notwithstanding a failure to meet the standard of conduct required for permissive indemnification under the Act are contractual in nature between the Corporation and the director or officer and are mandatory. A director’s or officer’s rights to indemnification and advancement of expenses under this Paragraph 7 shall not be exclusive of other rights to which a director or officer may be entitled under an insurance policy the Act a resolution of the shareholders or directors of the Corporation or an agreement providing for indemnification. Any repeal or modification of the provisions of this Paragraph 7 directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal modification.

8.         Limitation of Directors Liability

a.        No person who is or was a director of this Corporation, nor his heirs, executors or administrators shall be personally liable to this Corporation or its shareholders I no such person may be sued by the Corporation or its shareholders, for monetary damages for breach of fiduciary duty as a director provided. however, that this provision shall not eliminate or limit the liability of any such party (i) for any breach of a director’s duty of loyalty to the Corporation or its shareholders: (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation or law. or (iii) for unlawful distributions under Section 48-18-304 of the Tennessee Business Corporation Act, as amended form time to time.

b.       Any repeal or modification of the provisions of this Paragraph 8, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

Dated: February 19, 1999

/s/ James H. Spalding

James H. Spalding, Incorporator

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EX-3.8

Exhibit 3.8

BYLAWS
OF
AMBULATORY RESOURCE CENTRES OF MASSACHUSETTS, INC.
(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.          Principal Office and Registered Agent. The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2           Other Offices. The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1           Place Of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2           Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3           Special Meetings. Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such

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request shall state the purpose or purposes of the proposed meeting. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4           Voting. Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Tennessee.

Section 2.5           List Of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6           Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7           Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

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Section 2.8           Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required by the Tennessee Business Corporation Act to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9           Proceedings at Stockholders’ Meetings. At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1           Number And Term. The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2           Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3           Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4           Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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Section 3.5           Duties And Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6           Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Florida Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7           Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8           Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaws. If at any

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meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9           Compensation. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10         Action Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11         Meetings By Conference Telephone. Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12         Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 4.1           Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a a Chief Operating Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.          Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.          Salaries. The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.          Tenure And Removal; Resignations. The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.          President. The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

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Section 4.7           Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8           Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9           Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.10         Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer

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to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11         Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12         Assistant Vice Presidents And Assistant Secretaries. Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13         Voting Securities Owned By The Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1           Certificates Of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 5.2           Classes And Series Of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3           Lost Certificate. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4           Transfer Of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5.5           Stockholders’ Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6           Registered Stockholders. The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7           Dividends. Dividends upon the capital stock of the Corporation, subject, to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8           Transfer Agents And Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9           Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

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Section 5.10         Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1           Power To Indemnify In Actions, Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2           Power To Indemnify In Actions, Suits Or Proceedings By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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Section 6.3           Authorization Of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4           Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5           Indemnification By A Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

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Section 6.6           Expenses Payable In Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7           Nonexclusivity Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8           Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9           Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or

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involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10         Survival Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11         Limitation On Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12         Indemnification Of Employees And Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1           Seal. The Corporation shall have no seal.

Section 7.2           Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3           Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1           Bylaw Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the

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stockholders at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2           Entire Board Of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IX

NOTICES

Section 9.1           Notices. Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2           Waivers Of Notice. Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

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EX-3.9

Exhibit 3.9

CHARTER

OF

AMBULATORY RESOURCE CENTRES OF TEXAS, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under the Tennessee Business Corporation Act, as amended, adopts the following charter for such corporation:

1.The name of the corporation is Ambulatory Resource Centres of Texas, Inc.

2.The corporation is for profit.

3.The complete street address of the corporation’s principal office shall be:

20 Burton Hills Boulevard
Suite 100
Nashville, Tennessee 37215
Davidson County

4.(a)The name of the corporation’s initial registered agent is James Spalding.

(b)The complete street address of the registerd office of the corporation in the State of Tennessee shall be:

20 Burton Hills Boulevard
Suite 100
Nashville, Tennessee 37215
Davidson County

5.The name and street address of the incorporator are:

John W. Titus, Esq.
414 Union Street
Suite 1600
Nashville, Tennessee 37219

6.The maximum number of shares which the corporation shall have the authority to issue is 1,000 shares of common stock, having no par value.

7.(a)To the maximum extent permitted by the provisions of Section 48-18-501, et seq., of the Tennessee Business Corporation Act, as amended from time to time (provided, however, that if an amendment to such act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph which occur subsequent to the effective date of such amendment), this corporation shall indemnify and advance expenses to any person, his heirs, executors and administrators, for the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, including counsel fees actually incurred as a result of such proceeding or action or any appeal thereof, and against all fines (including any excise tax assessed with respect to an employee benefit plan), judgments, penalties and amounts paid in settlement thereof, provided that such proceeding or action be instituted by reason of the fact that such person is or was a director of this corporation.

(b)This corporation may, to the maximum extent permitted by the provisions of Section 48-18-501 et seq. of the Tennessee Business Corporation Act, as amended from time to time (provided, however, that if an amendment to such act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph which occur subsequent to the effective date of such amendment), indemnify and advance expenses to any person, his heirs, executors and administrators, to the same extent as set forth in Paragraph 7(a) above, provided that the underlying proceeding or action be instituted by reason of the fact that such person is or was an officer, employee or agent of this corporation, and may also indemnify and advance expenses to such person to the extent, consistent with public policy, determined by the Board of Directors.

(c)The rights to indemnification and advancement of expenses set forth in Paragraphs 7(a) and 7(b) above are contractual between the corporation and the person being indemnified, his heirs, executors and administrators. The rights to indemnification and advancement of expenses set forth in Paragraphs 7(a) and 7(b) above are nonexclusive of other similar rights which may be granted by law, this charter, a resolution of the Board of Directors or shareholders of the corporation, the purchase and maintenance of insurance by the corporation, or an agreement with the corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

(d)Any repeal or modification of the provisions of this Paragraph 7, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification.

8.(a)No person who is or was a director of this corporation, nor his heirs, executors or administrators, shall be personally liable to this corporation or its shareholders, and no such person may be sued by the corporation or its shareholders, for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision shall not eliminate

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or limit the liability of any such party (a) for any breach of a director’s duty of loyalty to the corporation or its shareholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (c) for unlawful distributions under Section 48-18-304 of the Tennessee Business Corporation Act, as amended from time to time.

(b)Any repeal or modification of the provisions of this Paragraph 8, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

9.The purpose of the corporation is to conduct any lawful business.

DATED this 6th day of August, 1998.

/s/ John W. Titus

John W. Titus, Esq., Incorporator

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EX-3.10

Exhibit 3.10

BYLAWS

OF

ARC OF TEXAS, INC.

(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.          Registered Office. The registered office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2           Other Offices. The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1           Place Of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2           Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Charter of the Corporation, as amended or restated from time to time (the “Charter”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than two months before the date of the meeting.

Section 2.3           Special Meetings. Unless otherwise prescribed by law or in the Charter, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten percent of the

capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than two months before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4           Voting. Each stockholder entitled to vote in accordance with the terms of the Charter and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Charter, these Bylaws or the laws of the State of Tennessee.

Section 2.5           List Of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6           Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Charter. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7           Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

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Section 2.8           Action Without Meeting. Unless otherwise provided in the Charter, any action required by the Tennessee Business Corporation Act to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9           Proceedings at Stockholders’ Meetings. At each meeting of stockholders, the Chairman of the Board, if one shall have been elected, or, in his or her absence or if one shall not have been elected, the President, shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1           Number And Term. The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Charter, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2           Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3           Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman, President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4           Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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Section 3.5           Duties And Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Charter or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6           Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to amend the Charter (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors, fix the designations and any of the preferences or rights of such shares relating to dividends, redemptions, dissolutions, any distributions of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amend the Bylaws of the Corporation; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or adopt articles of merger pursuant to Section 48-21-104 of the Tennessee Business Corporation Act. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7           Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee.

The first meeting of each newly elected Board of Directors for the purpose of organization and the transaction of any business which may come before the meeting may be held immediately after the annual meeting of the stockholders, if a quorum be present, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting. In the event such meeting is not held immediately after the annual meeting of the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

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Special meetings of the Board may be called by the Chairman, President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 48 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided notice by telephone, telegram or facsimile may be given on 24 hours’ notice), and shall be called by the Chairman, President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8           Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Charter or these Bylaws. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9           Compensation. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10         Action Without Meeting. Unless otherwise provided by the Charter, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11         Meetings By Conference Telephone. Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

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Section 3.12         Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one ore more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors may be less than a quorum; (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 4.1           Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a Chairman of the Board of Directors, a Treasurer, and one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation except the Chairman of the Board of Directors must be a director. Any number of offices may be held by the same person unless otherwise prohibited by law or the Charter.

Section 4.2.          Other Officers And Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.          Salaries. The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.          Tenure And Removal; Resignations. The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without

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cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.          Chairman Of The Board Of Directors. The Chairman of the Board of Directors shall preside at all meetings of the stockholders and of the Board of Directors. The Chairman shall be the Chief Executive Officer of the Corporation and, except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

Section 4.6           President. The President shall, subject to the control of the Board of Directors and the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, the President shall preside at all meetings of the stockholders and the Board of Directors. If there be no Chairman of the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

Section 4.7           Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8           Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

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The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the Chairman, the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9           Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the Chairman, the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.10.        Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11         Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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Section 4.12         Assistant Vice Presidents And Assistant Secretaries. Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the Chief Executive Officer. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the Chief Executive Officer.

Section 4.13         Voting Securities Owned By The Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1           Certificates Of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the Chairman of the Board of Directors, the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.2           Classes And Series Of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in Section 48-16-206 of the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

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Section 5.3           Lost Certificate. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4           Transfer Of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5.5           Stockholders’ Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days,

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or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6           Registered Stockholders. The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7           Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Charter, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8           Transfer Agents And Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9           Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

Section 5.10         Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1           Power To Indemnify In Actions, Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any

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threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2           Power To Indemnify In Actions, Suits Or Proceedings By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that a court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 6.3           Authorization Of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses

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(including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4           Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5           Indemnification By A Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6.6           Expenses Payable In Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

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Section 6.7           Nonexclusivity Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Charter or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8           Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9           Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10         Survival Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

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Section 6.11         Limitation On Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12         Indemnification Of Employees And Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1           Seal. The Corporation shall have no seal.

Section 7.2           Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3           Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1           Bylaw Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors or at any regular or special meeting, or by the stockholders at any special meeting if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2           Entire Board Of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

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ARTICLE IX

NOTICES

Section 9.1           Notices. Whenever written notice is required by law, the Charter or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2           Waivers Of Notice. Whenever any notice is required by law, the Charter or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Charter or these Bylaws.

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EX-3.11

Exhibit 3.11

CHARTER

OF

AMBULATORY RESOURCE CENTRES OF WASHINGTON, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under the Tennessee Business Corporation Act, as amended, adopts the following charter for such corporation:

1.Name. The name of the Corporation is Ambulatory Resource Centres of Washington, Inc.

2.Principal and Registered Offices. The address of the principal and registered offices of the Corporation in the State of Tennessee shall be 20 Burton Hills Boulevard, Suite 100, Nashville, Davidson County, Tennessee 37215.

3.Registered Agent. The name of the registered agent of the Corporation, located at the registered office set forth above, is James H. Spalding.

4.Nature of Corporation. The Corporation is for profit.

5.Incorporator. The name and address of the incorporator of the corporation is James H. Spalding, 20 Burton Hills Boulevard, Suite 100, Nashville, Tennessee 37215.

6.Authorized Stock. The Corporation shall have the authority, acting by its Board of Directors to issue no more than one thousand (1,000) shares of common stock , no par value.

7.Indemnification. To the maximum extent permitted by law, subject to the limitations contained this Paragraph 7, the Corporation shall indemnify an individual who is a party to a proceeding because such individual is or was a director or officer of the Corporation against any liability incurred in the proceeding and prior to the disposition thereof, advance the reasonable expenses incurred by such director or officer in connection with the proceeding, except that the Corporation shall not be required to indemnify or advance expenses to any director or officer for liability or expenses incurred in a proceeding initiated by or on behalf of such director or officer or to which such director or officer voluntarily becomes a party other than a suit to enforce indemnification rights. Furthermore, no indemnification under this Paragraph 7 shall be made if a judgment or other final adjudication adverse to the director or officer establishes his liability for (i) a breach of the director’s or officer’s duty of loyalty to the Corporation or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) any unlawful distributions described in Section 48-18-304 of the Tennessee Business Corporation Act, as amended, (the “Act”). No indemnification shall be made by the Corporation for any amount paid in settlement without the Corporation’s prior written consent.

A director’s or officer’s rights to advancement of expenses are conditioned upon the director’s or officer’s furnishing the Corporation: (i) a written affirmation, personally signed by or on behalf of the director or officer of the good faith belief that he conducted himself in good

faith and in the reasonable belief that his conduct was not opposed to the Corporation’s best interests and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) written opinion of counsel for the director or officer in the proceeding to the effect that, based on facts known to such counsel, it is reasonably possible that the director or officer will not be found liable contrary to his affirmation, and (iii) a written undertaking (in the form of an unlimited general obligation of the director or officer, which need not be secured) personally signed by or on behalf of the director or officer to repay any advances, if a judgment or final adjudication adverse to the director or officer establishes his liability contrary to his affirmation.

A determination on behalf of the Corporation of whether a director or officer is entitled to indemnification or advancement of expenses under this Paragraph 7 shall be made by the board of directors or a committee thereof or by independent special legal counsel in accordance with the provisions of Section 48-18-506 of the Act. A director’s or officer’s rights to indemnification and advancement of expenses as provided in this Paragraph 7 are intended to be greater than those which are otherwise provided for in the Act notwithstanding a failure to meet the standard of conduct required for permissive indemnification under the Act, are contractual in nature between the Corporation and the director or officer, and are mandatory. A director’s or officer’s rights to indemnification and advancement of expenses under this Paragraph 7 shall not be exclusive of other rights to which a director or officer may be entitled under an insurance policy, the Act, a resolution of the shareholders or directors of the Corporation, or an agreement providing for indemnification. Any repeal or modification of the provisions of this Paragraph 7. Directly or by the adoption of an inconsistent provision of this charter shall not adversely affect any right or protection set forth herein, existing in favor of a particular individual at the time of such repeal or modification.

8.Limitation of Director Liability

a.No person who is or was a director of this Corporation, nor his heirs, executors or administrators shall be personally liable to this Corporation or its shareholders and no such person may be sued by the Corporation or its shareholders, for monetary damages breach of fiduciary duty as director, provided, however, that this provision shall not eliminate or limit the liability of any such party (i) for any breach of a director’s duty of loyalty to the Corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for unlawful distributions under Section 48-18-804 of the Tennessee Business Corporation Act, as amended from time to time.

b.Any repeal or modification of the provisions of this Paragraph 8, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

Dated: April 29, 1999

/s/ James H. Spalding

James H. Spalding, Incorporator

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EX-3.12

Exhibit 3.12

BYLAWS

OF

AMBULATORY RESOURCE CENTRES OF WASHINGTON, INC.

(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.Principal Office and Registered Agent. The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2Other Offices. The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1Place Of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3Special Meetings. Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such

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request shall state the purpose or purposes of the proposed meeting. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4Voting. Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Tennessee.

Section 2.5List Of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

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Section 2.8Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required by the Tennessee Business Corporation Act to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9Proceedings at Stockholders’ Meetings. At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1Number And Term. The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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Section 3.5Duties And Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Tennessee Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaws. If at any

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meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9Compensation. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10Action Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11Meetings By Conference Telephone. Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 4.1Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a a Chief Operating Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.Salaries. The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.Tenure And Removal; Resignations. The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.President. The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

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Section 4.7Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.10.Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer

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to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12Assistant Vice Presidents And Assistant Secretaries. Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13Voting Securities Owned By The Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1Certificates Of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 5.2Classes And Series Of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3Lost Certificate. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4Transfer Of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5.5Stockholders’ Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6Registered Stockholders. The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8Transfer Agents And Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

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Section 5.10Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1Power To Indemnify In Actions, Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2Power To Indemnify In Actions, Suits Or Proceedings By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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Section 6.3Authorization Of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5Indemnification By A Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

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Section 6.6Expenses Payable In Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7Nonexclusivity Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or

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involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10Survival Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11Limitation On Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12Indemnification Of Employees And Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1Seal. The Corporation shall have no seal.

Section 7.2Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1Bylaw Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the

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stockholders at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2Entire Board Of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IX

NOTICES

Section 9.1Notices. Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2Waivers Of Notice. Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

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EX-3.13

Exhibit 3.13

CHAPTER

OF

AMBULATORY RESOURCE CENTRES OF WILMINGTON, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under the Tennessee Business Corporation Act. As amended, adopts the following charter for such corporation.

1.Name. The name of the Corporation is Ambulatory Resource Centres of Wilmington, Inc.

2.Principal and Registered Offices. The address of the principal and registered offices of the Corporation in the State of Tennessee shall be 20 Burton Hills Boulevard, Suite 100, Nashville, Davidson County, Tennessee 37215.

3.Registered Agent. The name of the registered agent of the Corporation, located at the registered office set forth above is James H. Spalding.

4.Nature of Corporation. The Corporation is for profit.

5.Incorporator. The name and address of the incorporator is James H. Spalding, 20 Burton Hills Boulevard, Nashville, TN 37215.

6.Authorized Stock. The Corporation shall have the authority to issue one thousand shares (1,000) of common stock, no par value.

7.Indemnifation. To the maximum extent permitted by law, subject to the limitations contained in this Paragraph 7, the Corporation shall indemnity an individual who is a party to a proceeding because such individual is or was a director or officer of the Corporation against any liability incurred in the proceeding and prior to the disposition thereof, advance the reasonable expenses incurred by such director or officer in connection with the proceeding, except that the Corporation shall not be required to indemnify or advance expenses to any director or officer for liability or expenses incurred in a proceeding initiated by or on behalf of such director or officer or to which such director or officer voluntarily becomes a party other than a suit to enforce indemnification rights. Furthermore, no indemnification under this Paragraph 7 shall be made if a judgment or other final adjudication adverse to the director or officer establishes his liability for (i) a breach of the director’s or officer’s duty of loyalty to the Corporation or its shareholders. (ii) any acts or omissions not a good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) any unlawful distributions described in Section 48-18-304 of the Tennessee Business Corporation Act, as amended, (the “Act”). No indemnification shall be made by the Corporation for any amount paid in settlement without the Corporation’s prior written consent.

A director’s or officer’s rights to advancement of expenses are conditioned upon the director’s or officer’s furnishing the Corporation: (i) a written affirmation, personally signed by or on behalf of the director or officer of the good faith belief that he conducted himself in good

faith and in the reasonable belief that his conduct was not opposed to the Corporation’s best interests and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) written opinion of counsel for the director or officer in the proceeding to the effect that, based on facts known to such counsel, it is reasonably possible that the director or officer will not be found liable contrary to his affirmation, and (iii) a written undertaking (in the form of an unlimited general obligation of the director or officer, which need not be secured) personally signed by or on behalf of the director or officer to repay any advances, if a judgment or final adjudication adverse to the director or officer establishes his liability contrary to his affirmation.

A determination on behalf of the Corporation of whether a director or officer is entitled to indemnification or advancement of expenses under this Paragraph 7 shall be made by the board of directors or a committee thereof or by independent special legal counsel in accordance with the provisions of Section 48-18-506 of the Act. A director’s or officer’s rights to indemnification and advancement of expenses as provided in this Paragraph 7 are intended to be greater than those which are otherwise provided for in the Act notwithstanding a failure to meet the standard of conduct required for permissive indemnification under the Act, are contractual in nature between the Corporation and the director or officer, and are mandatory. A director’s or officer’s rights to indemnification and advancement of expenses under this Paragraph 7, shall not be exclusive of other rights to which a director or officer may be entitled under an insurance policy, the Act, a resolution of the shareholders or directors of the Corporation, or an agreement providing for indemnification. Any repeal or modification of the provisions of this Paragraph 7, directly or by the adoption of an inconsistent provision of this charter shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of modification.

6.Limitation of Director’s Liability.

a.No person who is or was a director of this Corporation, nor his heirs, executors or administrators shall be personally liable to this Corporation or its shareholders and no such person may be sued by the Corporation or its shareholders, for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision shall not eliminate or limit the liability of any such party (i) for any breach of a director’s duty of loyalty to the Corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for unlawful distributions under Section 48-18-304 of the Tennessee Business Corporation Act, as amended from time to time.

b.Any repeal or modification of the provisions of this Paragraph 8, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

Dated: March 17, 1999
	/s/ James H. Spalding
	James H. Spalding, Incorporator

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EX-3.14

Exhibit 3.14

BYLAWS

OF

AMBULATORY RESOURCE CENTRES OF WILMINGTON, INC.
(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1        Principal Office and Registered Agent. The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2        Other Offices. The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1        Place Of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2        Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3        Special Meetings. Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such

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request shall state the purpose or purposes of the proposed meeting. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4        Voting. Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Tennessee.

Section 2.5        List Of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6        Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7        Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

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Section 2.8        Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required by the Tennessee Business Corporation Act to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9        Proceedings at Stockholders’ Meetings. At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1        Number And Term. The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2        Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3        Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4        Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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Section 3.5        Duties And Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6        Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Tennessee Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7        Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8        Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaws. If at any

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meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9        Compensation. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10        Action Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11        Meetings By Conference Telephone. Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12        Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 4.1        Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a Chief Operating Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.        Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.        Salaries. The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.        Tenure And Removal; Resignations. The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.        President. The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

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Section 4.7        Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8        Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9        Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.10.        Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer

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to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11        Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12        Assistant Vice Presidents And Assistant Secretaries. Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13        Voting Securities Owned By The Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1        Certificates Of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 5.2        Classes And Series Of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3        Lost Certificate. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4        Transfer Of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5.5        Stockholders’ Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6        Registered Stockholders. The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7        Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8        Transfer Agents And Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9        Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

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Section 5.10        Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1        Power To Indemnify In Actions, Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2        Power To Indemnify In Actions, Suits Or Proceedings By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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Section 6.3        Authorization Of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4        Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5        Indemnification By A Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

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Section 6.6        Expenses Payable In Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7        Nonexclusivity Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8        Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9        Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or

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involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10        Survival Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11        Limitation On Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12        Indemnification Of Employees And Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1        Seal. The Corporation shall have no seal.

Section 7.2        Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3        Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1        Bylaw Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the

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stockholders at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2        Entire Board Of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IX

NOTICES

Section 9.1        Notices. Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2        Waivers Of Notice. Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

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EX-3.15

Exhibit 3.15

CHARTER
OF
ARC DEVELOPMENT CORPORATION

The undersigned, acting as the sole incorporator of a corporation under the Tennessee Business Corporation Act, adopts the following charter for such corporation.

1.The name of the corporation is ARC Development Corporation.

2.The corporation is for profit.

3.The street address for the corporation’s principal office is:

4400 Harding Road, Suite 204
Nashville, Tennessee 37205
Davidson County

(a)The name of the corporation’s initial registered agent is:

Charles T. Neal

(b)The street address of the corporation’s initial registered office in Tennessee is:

4400 Harding Road, Suite 204
Nashville, Tennessee 37205
Davidson County

4.The name and address of the incorporator is:

Leigh Walton
2700 First American Center
Nashville, Tennessee 37238
Davidson County

5.The number of shares of stock the corporation is authorized to issue is one thousand (1,000) shares of common stock, no par value.

6.The shareholders of the corporation shall not have preemptive rights.

7.The stockholders and Board of Directors may take, without a meeting, on written consent, any action which they are required or permitted to take by the Charter, By-Laws or the Tennessee Business Corporation Act.

8.To the fullest extent permitted by the Tennessee Business Corporation Act as in effect on the date hereof and as hereafter amended from time to time, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. If the Tennessee Business Corporation Act or any successor statute is amended after adoption of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended from time to time. Any repeal or modification of this paragraph 8 by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time.

9.(a) The corporation shall indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit or proceeding, whether civil criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee, agent or controlling shareholder of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, agent or trustee of another corporation or of

a partnership, joint venture, trust, employee benefit plan or other enterprise, including service on a committee formed for any purpose (and, in each case, his or her heirs, executors and administrators), against all expense, liability and loss (including counsel fees, judgments, fines, ERISA excise taxes, penalties and amounts paid in settlement) actually and reasonably incurred or suffered in connection with such action, suit or proceeding, to the fullest extent permitted by applicable law, as in effect on the date hereof and as hereafter amended. Such indemnification may include advances of expenses in advance of final disposition of such action, suit or proceeding, subject to the provision of any applicable statute.

(b) The indemnification and advancement of expenses provisions of subsection (a) shall not be exclusive of any other right which any person (and his or her heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the corporation’s Charter or Bylaws, resolution adopted by the shareholders, resolution adopted by the Board of Directors, agreement or insurance, purchased by the corporation or otherwise, both as to action in his or her official capacity and as to action in another capacity. The corporation is hereby authorized to provide for indemnification and advancement of expenses through its Charter, Bylaws, resolution of shareholders, resolution of the Board of Directors and agreement.

Dated: March 4, 1997
	/s/ Leigh Walton
	Leigh Walton, incorporator

EX-3.16

Exhibit 3.16

BYLAWS
OF
ARC DEVELOPMENT CORPORATION
(the “Corporation”)

ARTICLE I.

OFFICES

The Corporation may have such offices, either within or without the State of Tennessee, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II.

SHAREHOLDERS

2.1Annual Meeting.

An annual meeting of the shareholders of the Corporation shall be held on such date as may be determined by the Board of Directors. The business to be transacted at such meeting shall be the election of directors and such other business as shall be properly brought before the meeting.

2.2Special Meetings.

A special meeting of shareholders shall be held on call of the Board of Directors or if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the Corporation’s Secretary one (1) or more written demands for the meeting describing the purpose or

purposes for which such special meeting is to be held. Only business within the purpose or purposes described in the meeting notice may be conducted at a special shareholders’ meeting.

2.3Place of Meetings.

The Board of Directors may designate any place, either within or without the State of Tennessee, as the place of meeting for any annual meeting or for any special meeting. If no place is fixed by the Board of Directors, the meeting shall be held at the principal office of the Corporation.

2.4Notice of Meetings; Waiver.

(a)Notice. Notice of the date, time and place of each annual and special shareholders’ meeting and, in the case of a special meeting, a description of the purpose or purposes for which the meeting is called, shall be given no fewer than ten (10) days nor more than two (2) months before the date of the meeting. Such notice shall comply with the requirements of Article X of these Bylaws.

(b)Waiver. A shareholder may waive any notice required by law, the Charter or these Bylaws before or after the date and time stated in such notice. Except as provided in the next sentence, the waiver must be in writing, be signed by the shareholder entitled to the notice and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records. A shareholder’s attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting; and (2) waives objection to consideration of a particular matter at the meeting that

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is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.5Record Date.

The Board of Directors shall fix as the record date for the determination of shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or to take any other action, a date not more than seventy (70) days before the meeting or action requiring a determination of shareholders.

A record date fixed for a shareholders’ meeting is effective for any adjournment of such meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than four (4) months after the date fixed for the original meeting.

2.6Shareholders’ List.

After the record date for a meeting has been fixed, the Corporation shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of a shareholders’ meeting. Such list will show the address of and number of shares held by each shareholder. The shareholders’ list will be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his agent or attorney is entitled on written demand to inspect and, subject to the requirements of the Tennessee Business Corporation Act (the “Act”), to copy the list, during regular business hours and at its expense, during the period it is available for inspection.

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2.7Quorum; Adjournment.

Except as otherwise required by the Act or provided in the Charter, a majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

If a quorum shall not be present or represented at any meeting, the shares entitled to vote thereat shall have power to adjourn the meeting to a different date, time or place without notice other than announcement at the meeting of the new time, date or place to which the meeting is adjourned. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called.

2.8Voting of Shares.

Unless otherwise provided by the Act or the Charter, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders’ meeting. If a quorum exists, approval of action on a matter (other than the election of directors) is received if the votes cast favoring the action exceed the votes cast opposing the action, unless the Charter or the Act requires a greater number of affirmative votes. Unless otherwise provided in the Charter, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

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2.9Acceptance of Shareholder Documents.

If the name signed on a shareholder document (a vote, consent or waiver) corresponds to the name of a shareholder, the Corporation, if acting in good faith, is entitled to accept such shareholder document and give it effect as the act of the shareholder. If the name signed on such shareholder document does not correspond to the name of a shareholder, the Corporation, if acting in good faith, is nevertheless entitled to accept such shareholder document and to give it effect as the act of the shareholder if:

(i)the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(ii)the name signed purports to be that of a fiduciary representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to such shareholder document;

(iii)the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation has been presented with respect to the-shareholder document;

(iv)the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to such shareholder document; or

(v)two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one (1) of the co-owners, and the person signing appears to be acting on behalf of all the co-owners.

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The Corporation is entitled to reject a shareholder document if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature on such shareholder document or about the signatory’s authority to sign for the shareholder.

2.10Action Without Meeting.

Action required or permitted by the Act to be taken at a shareholders’ meeting may be taken without a meeting. If all shareholders entitled to vote on the action consent to taking such action without a meeting, the affirmative vote of the number of shares that would be necessary to authorize or take such action at a meeting is the act of the shareholders.

The action must be evidenced by one (1) or more written consents describing the action taken, at least one of which is signed by each shareholder entitled to vote on the action in one (1) or more counterparts, indicating such signing shareholder’s vote or abstention on the action and delivered to the Corporation for inclusion in the minutes or for filing with the corporate records.

If the Act or the Charter requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by consent of the voting shareholders, then the Corporation shall give its nonvoting shareholders written notice of the proposed action at least ten (10) days before such action is taken. Such notice shall contain or be accompanied by the same material that would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

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2.11Presiding Officer and Secretary.

Meetings of the shareholders shall be presided over by the President, or if the President is not present, by a chairman chosen by a majority of the shareholders entitled to vote at such meeting. The Secretary or, in his absence, an Assistant Secretary shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, a majority of the shareholders entitled to vote at such meeting shall choose any person present to act as secretary of the meeting.

ARTICLE III.

DIRECTORS

3.1Powers and Duties.

All corporate powers shall be exercised by or under the authority of and the business and affairs of the Corporation managed under the direction of the Board of Directors.

3.2Number and Term.

(a)Number. The Board of Directors shall consist of no less than one (1) and no more than three (3) members. The exact number of directors may be fixed, changed or determined from time to time by the Board of Directors.

(b)Term. The Directors shall be elected at the first annual shareholders’ meeting and at each annual meeting thereafter. The terms of the initial Directors shall expire at the first shareholders’ meeting at which the directors are elected. The terms of all other directors expire at the next annual shareholders’ meeting following their election. Despite the expiration of a director’s term, he shall continue to serve until his successor is elected and qualified.

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3.3Meetings; Notice.

The Board of Directors may hold regular and special meetings either within or without the State of Tennessee. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

(a)Regular Meetings. Unless the Charter otherwise provides, regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting.

(b)Special Meetings. Special meetings of the Board of Directors may be called by the President or any director. Unless the Charter otherwise provides, special meetings must be preceded by at least twenty-four (24) hours’ notice of the date, time and place of the meeting but need not describe the purpose of such meeting. Such notice shall comply with the requirements of Article X of these Bylaws.

(c)Adjourned Meetings. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one (1) adjournment.

(d)Waiver of Notice. A director may waive any required notice before or after the date and time stated in the notice. Except as provided in the next sentence, the waiver must be in writing, signed by the director and filed with the minutes or

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corporate records. A director’s attendance at or participation in a meeting waives any required notice to him of such meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.4Quorum.

Unless the Charter requires a greater number, a quorum of the Board of Directors consists of a majority of the fixed number of directors if the Corporation has a fixed board size or a majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the Corporation has a variable range board.

3.5Voting.

If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors, unless the Charter or these Bylaws require the vote of a greater number of directors. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to such action unless:

(i)he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting;

(ii)his dissent or abstention from the action taken is entered in the minutes of the meeting; or

(iii)he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after

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adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

3.6Action Without Meeting.

Unless the Charter otherwise provides, any action required or permitted by the Act to be taken at a Board of Directors meeting may be taken without a meeting. If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the Board of Directors. Such action must be evidenced by one or more written consents describing the action taken, at least one of which is signed by each director, indicating the director’s vote or abstention on the action, which consents shall be included in the minutes or filed with the corporate records reflecting the action taken. Action taken by consent is effective when the last director signs the consent, unless the consent specifies a different effective date.

3.7Compensation.

Directors shall be entitled to such reasonable compensation for their services as directors as shall be fixed from time to time by the Board, and shall also be entitled to reimbursement for any reasonable expenses incurred in attending meetings of the Board. Any director receiving such compensation shall not be barred from serving the Corporation in any other capacity and receiving reasonable compensation for such other services.

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3.8Resignation.

A director may resign at any time by delivering written notice to the Board of Directors, President or to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

3.9Vacancies.

Unless the Charter otherwise provides, if a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from the removal of a director with or without cause, either the shareholders or the Board of Directors may fill such vacancy. If the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill such vacancy by the affirmative vote of a majority of all the directors remaining in office.

3.10Removal of Directors.

(a)By Shareholders. The shareholders may remove one (1) or more directors with or without cause unless the Charter provides that directors may be removed only for cause. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

(b)By Directors. If so provided by the Charter, any of the directors may be removed for cause by the affirmative vote of a majority of the entire Board of Directors.

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(c)General. A director may be removed by the shareholders or directors only at a meeting called for the purpose of removing him, and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of directors.

ARTICLE IV.

OFFICERS

4.1Number.

The officers of the Corporation shall be a President, a Secretary and such other officers as may be from time to time appointed by the Board of Directors. One person may simultaneously hold more than one office except the President may not simultaneously hold the office of Secretary.

4.2Appointment.

The principal officers shall be appointed annually by the Board of Directors at the first meeting of the Board following the annual meeting of the shareholders, or as soon thereafter as is conveniently possible. Each officer shall serve at the pleasure of the Board of Directors and until his successor shall have been appointed, or until his death, resignation or removal.

4.3Resignation and Removal.

An officer may resign at any time by delivering notice to the Corporation. Such resignation is effective when such notice is delivered unless such notice specifies a later effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer.

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The Board of Directors may remove any officer at any time with or without cause, but such removal shall not prejudice the contract rights, if any, of the person so removed.

4.4Vacancies.

Any vacancy in an office from any cause may be filled for the unexpired portion of the term by the Board of Directors.

4.5Duties.

(a)President. The President shall be the Chief Executive Officer of the Corporation and shall have general supervision over the active management of the business of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation and shall perform such other duties as the Board of Directors may from time to time prescribe.

(b)Vice President. The Vice President or Vice Presidents (if any) shall be active executive officers of the Corporation, shall assist the President in the active management of the business and shall perform such other duties as the Board of Directors may from time to time prescribe.

(c)Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and shall prepare and record all votes and all minutes of all such meetings in a book to be kept for that purpose; he shall perform like duties for any committee when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors when required, and unless directed otherwise by the Board of Directors, shall

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keep a stock record containing the names of all persons who are shareholders of the Corporation, showing their place of residence and the number of shares held by them respectively. The Secretary shall have the responsibility of authenticating records of the Corporation. The Secretary shall perform such other duties as may be prescribed from time to time by the Board of Directors.

(d)Treasurer. The Treasurer shall have the custody of the Corporation’s funds and securities, shall keep or cause to be kept full and accurate account of receipts and disbursements in books belonging to the Corporation and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse or cause to be disbursed the funds of the Corporation as required in the ordinary course of business or as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors at the regular meetings of the Board, or whenever they may require it, an account of all of his transactions as Treasurer and the financial condition of the Corporation. He shall perform such other duties as may be incident to his office or as prescribed from time to time by the Board of Directors. The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum and with one or more sureties satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

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(e)Other Officers. Other officers appointed by the Board of Directors shall exercise such powers and perform such duties as may be delegated to them.

(f)Delegation of Duties. In case of the absence or disability of any officer of the Corporation or of any person authorized to act in his place, the Board of Directors may from time to time delegate the powers and duties of such officer to any officer, any director or any other person whom it may select, during such period of absence or disability.

4.6Indemnification, Advancement of Expenses and Insurance.

(a)Indemnification and Advancement of Expenses. The Corporation shall indemnify and advance expenses to each director and officer of the Corporation, or any person who may have served at the request of the Corporation’s Board of Directors or its President as a director or officer of another corporation (and, in either case, his heirs, executors and administrators), to the full extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted. The Corporation may indemnify and advance expenses to any employee or agent of the Corporation who is not a director or officer (and his heirs, executors and administrators) to the same extent as to a director or officer, if the Board of Directors determines that to do so is in the best interest of the Corporation.

(b)Non-Exclusivity of Rights. The indemnification and advancement of expenses provisions of subsection (a) of this Section 4.6 shall not be exclusive of any other right which any person (and his heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the Charter, provision of these

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Bylaws, resolution adopted by the shareholders, resolution adopted by the Board of Directors, agreement or insurance, purchased by the Corporation or otherwise, both as to action in his official capacity and as to action in another capacity.

(c)Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any individual who is or was a director, officer, employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation’s Board of Directors or its President as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article or the Act.

ARTICLE V.

SHARES OF STOCK

5.1Shares with or without Certificates.

The Board of Directors may authorize that some or all of the shares of any or all of the Corporation’s classes or series of stock be evidenced by a certificate or certificates of stock. The Board of Directors may also authorize the issuance of some or all of the shares of any or all of the Corporation’s classes or series of stock without certificates. The rights and obligations of shareholders with the same class and/or series of stock shall be identical whether or not their shares are represented by certificates.

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(a)Shares with Certificates. If the Board of Directors chooses to issue shares of stock evidenced by a certificate or certificates, each individual certificate shall include the following on its face: (i) the Corporation’s name, (ii) the fact that the Corporation is organized under the laws of the State of Tennessee, (iii) the name of the person to whom the certificate is issued, (iv) the number of shares represented thereby, (v) the class of shares and the designation of the series, if any, which the certificate represents and (vi) such other information as applicable law may require or as may be lawful.

If the Corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations determined for each series (and the authority of the Board of Directors to determine variations for future series) shall be summarized on the front or back of each certificate. Alternatively, each certificate shall state on its front or back that the Corporation will furnish the shareholder this information in writing, without charge, upon request.

Each certificate of stock issued by the Corporation shall be signed (either manually or in facsimile) by the President or a Vice President, and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer. If the person who signed a certificate no longer holds office when the certificate is issued, the certificate is nonetheless valid.

(b)Shares without Certificates. If the Board of Directors chooses to issue shares of stock without certificates, the Corporation, if required by the Act, shall, within a reasonable time after the issuance or transfer of shares without certificates,

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send the shareholder a written statement of the information required on certificates by Section 5.1 (a) of these Bylaws and any other information required by the Act.

5.2Subscriptions for Shares.

Subscriptions for shares of the Corporation shall be valid only if they are in writing. Unless the subscription agreement provides otherwise, subscriptions for shares, regardless of the time when they are made, shall be paid in full at such time, or in such installments and at such periods, as shall be determined by the Board of Directors. All calls for payment on subscriptions shall be uniform as to all shares of the same class or of the same series, unless the subscription agreement specifies otherwise.

5.3Transfers.

Transfers of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by (i) the holder of record thereof, (ii) by his legal representative, who, upon request of the Corporation, shall furnish proper evidence of authority to transfer or (iii) his attorney, authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or a duly appointed transfer agent. Such transfers shall be made only upon surrender, if applicable, of the certificate or certificates for such shares properly endorsed and with all taxes thereon paid.

5.4Lost, Destroyed or Stolen Certificates.

No certificate for shares of stock of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen except on production of evidence, satisfactory to the Board of Directors, of such loss, destruction or theft, and, if the Board of

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Directors so requires, upon the furnishing of an indemnity bond in such amount and with such terms and such surety as the Board of Directors may in its discretion require.

ARTICLE VI.

CORPORATE ACTIONS

6.1Contracts.

Unless otherwise required by the Board of Directors, the President or any Vice President shall execute contracts or other instruments on behalf of and in the name of the Corporation. The Board of Directors may from time to time authorize any other officer, assistant officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation as it may deem appropriate, and such authority may be general or confined to specific instances.

6.2Loans.

No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the President or the Board of Directors. Such authority may be general or confined to specific instances.

6.3Checks, Drafts, Etc.

Unless otherwise required by the Board of Directors, all checks, drafts, bills of exchange and other negotiable instruments of the Corporation shall be signed by either the President, a Vice President or such other officer, assistant officer or agent of the Corporation as may be authorized so to do by the Board of Directors. Such authority may be general or

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confined to specific business, and, if so directed by the Board, the signatures of two or more such officers may be required.

6.4Deposits.

All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board of Directors may authorize.

6.5Voting Securities Held by the Corporation.

Unless otherwise required by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend any meeting of security holders, or to take action on written consent as a security holder, of other corporations in which the Corporation may hold securities. In connection therewith the President shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation possesses. The Board of Directors may, from time to time, confer like powers upon any other person or persons.

6.6Dividends.

The Board of Directors may, from time to time, declare, and the Corporation may pay, dividends on its outstanding shares of capital stock in the manner and upon the terms and conditions provided by applicable law. The record date for the determination of shareholders entitled to receive the payment of any dividend shall be determined by the Board of Directors, but which in any event shall not be less than ten (10) days prior to the date of such payment.

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ARTICLE VII.

FISCAL YEAR

The fiscal year of the Corporation shall be determined by the Board of Directors, and in the absence of such determination, shall be the calendar year.

ARTICLE VIII.

CORPORATE SEAL

The Corporation shall not have a corporate seal.

ARTICLE IX.

AMENDMENT OF BY-LAWS

These Bylaws may be altered, amended, repealed or restated, and new Bylaws may be adopted, at any meeting of the shareholders by the affirmative vote of a majority of the stock represented at such meeting or by the affirmative vote of a majority of the members of the Board of Directors who are present at any regular or special meeting.

ARTICLE X.

NOTICE

Unless otherwise provided for in these Bylaws, any notice required shall be in writing except that oral notice is effective if it is reasonable under the circumstances and not prohibited by the Charter or these Bylaws. Notice may be communicated in person; by telephone, telegraph, teletype or other form of wire or wireless communication; or by mail or private

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carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television or other form of public broadcast communication. Written notice to a domestic or foreign corporation authorized to transact business in Tennessee may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office as shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

Written notice to shareholders, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the shareholder’s address shown in the Corporation’s current record of shareholders. Except as provided above, written notice, if in a comprehensible form, is effective at the earliest of the following: (a) when received; (b) five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (d) twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. Oral notice is effective when communicated if communicated in a comprehensible manner.

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EX-3.17

Exhibit 3.17

CHARTER

OF

ARC DRY CREEK, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under the Tennessee Business Corporation Act, as amended, adopts the following charter for such corporation:

1.Name. The name of the Corporation is ARC Dry Creek, Inc.

2.Principal and Registered Offices. The address of the principal and registered offices of the Corporation in the State of Tennessee shall be 20 Burton Hills Boulevard, Suite 100, Nashville, Davidson County, Tennessee 37215.

3.Registered Agent. The name of the registered agent of the Corporation, located at the registered office set forth above, is James H. Spalding.

4.Nature of Corporation. The Corporation is for profit.

5.Incorporator. The name and address of the incorporator is James H. Spalding, 20 Burton Hills Boulevard, Suite 100, Nashville, Tennessee 37215.

6.Authorized Stock. The Corporation shall have authority, acting by its Board of Directors, to issue not more than one thousand (1,000) shares of common stock, no par value.

7.Indemnification. To the maximum extent permitted by law, subject to the limitations contained in this Paragraph 7, the Corporation shall indemnify an individual who is a party to a proceeding because such individual is or was a director or officer of the Corporation against any liability incurred in the proceeding and prior to the disposition thereof, advance the reasonable expenses incurred by such director or officer in connection with the proceeding, except that the Corporation shall not be required to indemnify or advance expenses to any director or officer for liability or expenses incurred in a proceeding initiated by or on behalf of such director or officer or to which such director or officer voluntarily becomes a party other than a suit to enforce indemnification rights. Furthermore, no indemnification under this Paragraph 7 shall be made if a judgment or other final adjudication adverse to the director or officer establishes his liability for (i) a breach of the director’s or officer’s duty of loyalty to the Corporation or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) any unlawful distributions described in Section 48-18-304 of the Tennessee Business Corporation Act, as amended, (the “Act”). No indemnification shall be made by the Corporation for any amount paid in settlement without the Corporation’s prior written consent.

A director’s or officer’s rights to advancement of expenses are conditioned upon the director’s or officer’s furnishing the Corporation: (i) a written affirmation, personally signed by or on behalf of the director or officer of the good faith belief that he conducted himself in good faith and in the reasonable belief that his conduct was not opposed to the Corporation’s best

interests and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) written opinion of counsel for the director or officer in the proceeding to the effect that based on facts known to such counsel, it is reasonably possible that the director or officer will not be found liable contrary to his affirmation, and (iii) a written undertaking (in the form of an unlimited general obligation of the director or officer, which need not be secured) personally signed by or on behalf of the director or officer to repay any advances, if a judgment or final adjudication adverse to the director or officer establishes his liability contrary to his affirmation.

A determination on behalf of the Corporation of whether a director or officer is entitled to indemnification or advancement of expenses under this Paragraph 7 shall be made by the board of directors or a committee thereof or by independent special legal counsel in accordance with the provisions of Section 48-18-506 of the Act. A director’s or officer’s rights to indemnification and advancement of expenses as provided in this Paragraph 7 are intended to be greater than those which are otherwise provided for in the Act notwithstanding a failure to meet the standard of conduct required for permissive indemnification under the Act, are contractual in nature between the Corporation and the director or officer, and are mandatory. A director’s or officer’s rights to indemnification and advancement of expenses under this Paragraph 7 shall not be exclusive of other rights to which a director or officer may be entitled under an insurance policy, the Act, a resolution of the shareholders or directors of the Corporation, or an agreement providing for indemnification. Any repeal or modification of the provisions of this Paragraph 7, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein existing in favor of particular individual at the time of such repeal or modification.

8.Limitation of Directorial Liability.

a.No person who is or was a director of this Corporation, nor his heirs, executors or administrators, shall be personally liable to this Corporation or its shareholders, and no such person may be sued by the Corporation or its shareholders, for monetary damages for breach of fiduciary duty as director; provided, however, that this provision shall not eliminate or limit the liability of any such party (i) for any breach of a director’s duty of loyalty to the Corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for unlawful distributions under Section 48-18-304 of the Tennessee Business Corporation Act, as amended from time to time.

b.Any repeal or modification of the provisions of this Paragraph 8, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

Dated: July 13, 1999
	/s/ James H. Spalding
	James H. Spalding, Incorporator

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EX-3.18

Exhibit 3.18

BYLAWS

OF

ARC DRY CREEK, INC.

(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.      Principal Office and Registered Agent. The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2       Other Offices. The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1       Place Of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2       Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3       Special Meetings. Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a Special

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Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4       Voting. Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Tennessee.

Section 2.5       List Of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6       Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7       Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.8       Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required by the Tennessee Business Corporation Act to be taken at any

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annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9       Proceedings at Stockholders’ Meetings. At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1       Number And Term. The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2       Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3       Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4       Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

Section 3.5       Duties And Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the

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Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6       Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Tennessee Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7       Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8       Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaws. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may

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adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9         Compensation. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10       Action Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11       Meetings By Conference Telephone. Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12       Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 4.1       Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a Chief Operating Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.       Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.       Salaries. The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.       Tenure And Removal; Resignations. The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.       President. The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

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Section 4.7         Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8         Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9         Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties, and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.10.       Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer

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to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11       Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12       Assistant Vice Presidents And Assistant Secretaries. Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13       Voting Securities Owned By The Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1         Certificates Of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 5.2       Classes And Series Of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3       Lost Certificate. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4       Transfer Of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5.5       Stockholders’ Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6       Registered Stockholders. The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7       Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8       Transfer Agents And Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9       Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

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Section 5.10       Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1         Power To Indemnify In Actions. Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2         Power To Indemnify In Actions Suits Or Proceedings By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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Section 6.3       Authorization Of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4       Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5       Indemnification By A Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

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Section 6.6       Expenses Payable In Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7       Nonexclusivity Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8       Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9       Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or

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involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10       Survival Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11       Limitation On Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12       Indemnification Of Employees And Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1       Seal. The Corporation shall have no seal.

Section 7.2       Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3       Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1       Bylaw Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the

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stockholders at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2       Entire Board Of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IX

NOTICES

Section 9.1       Notices. Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2       Waivers Of Notice. Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

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EX-3.19

Exhibit 3.19

CHARTER

OF

ARC FINANCIAL SERVICES CORPORATION

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under the Tennessee Business Corporation Act, as amended, adopts the following charter for such corporation:

1.Name. The name of the Corporation is ARC Financial Services Corporation.

2.Principal and Registered Offices. The address of the principal and registered offices of the Corporation in the State of Tennessee shall be 20 Burton Hills Boulevard. Suite 100, Nashville, Davidson County, Tennessee 37215.

3.Registered Agent. The name of the registered agent of the Corporation, located at the registered office set forth above, is James H. Spalding.

4.Nature of Corporation. The Corporation is for profit.

5.Purposes of Corporation. The purposes of the Corporation are (i) to make, acquire, sell or service loans or extensions of credit, (2) to carry on any other “business of a financial institution” as defined in Section 67-4-804 of the Tennessee Cose or in any successor statute thereto, and (3) to engage in any other lawful business.

6.Incorporator. The name and address of the incorporator is James H. Spalding, 20 Burton Hills Boulevard, Suite 100, Nashville, Tennessee 37215.

7.Authorized Stock. The Corporation shall have authority, acting by its Board of Directors, to issue not more than two thousand (2,000) shares of common stock, no par value.

8.Indemnification. To the maximum extent permitted by law, subject to the limitations contained in this Paragraph 8, the Corporation shall indemnify an individual who is a party to a proceeding because such individual is or was a director or officer of the Corporation against any liability incurred in the proceeding and prior to the disposition thereof, advance the reasonable expenses incurred by such director or officer in connection with the proceeding, except that the Corporation shall not be required to indemnify or advance expenses to any director or officer for liability or expenses incurred in a proceeding initiated by or on behalf of such director or officer or to which such director or officer voluntarily becomes a party other than a suit to enforce indemnification rights. Furthermore, no indemnification under this Paragraph 8 shall be made if a judgment or other final adjudication adverse to the director or officer establishes his liability for (i) a breach of the director’s or officer’s duty of loyalty to the Corporation or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) any unlawful distributions

described in Section 48-18-304 of the Tennessee Business Corporation Act, as amended, (the “Act”). No indemnification shall be made by the Corporation for any amount paid in settlement without the Corporation’s prior written consent.

A director’s or officer’s rights to advancement of expenses are conditioned upon the director’s or officer’s furnishing the Corporation: (i) a written affirmation, personally signed by or on behalf of the director or officer of the good faith belief that he conducted himself in good faith and in the reasonable behalf that his conduct was not opposed to the Corporation’s best interests and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) written opinion of counsel for the director or officer in the proceeding to the effect that, based on facts known to such counsel, it is reasonably possible that the director or officer will not be found liable contrary to his affirmation, and (iii) a written undertaking (in the form of an unlimited general obligation of the director or officer, which need not be secured) personally signed by or on behalf of the director or officer to repay any advances, if a judgment or final adjudication adverse to the director or officer establishes his liability contrary to his affirmation.

A determination on behalf of the Corporation of whether a director or officer is entitled to indemnification or advancement of expenses under this Paragraph 8 shall be made by the board of directors or a committee thereof or by independent special legal counsel in accordance with the provisions of Section 48-18-506 of the Act. A director’s or officer’s rights to indemnification and advancement of expenses as provided in this Paragraph 8 are intended to be greater than those which are otherwise provided for in the Act notwithstanding a failure to meet the standard of conduct required for permissive indemnification under the Act, arc contractual in nature between the Corporation and the director or officer, and are mandatory. A director’s or officer’s rights to indemnification and advancement of expenses under this Paragraph 8 shall not be exclusive of other rights to which a director or officer may be entitled under an insurance policy, the Act, a resolution of the shareholders or directors of the Corporation, or an agreement providing for indemnification. Any repeal or modification of the provisions of this Paragraph 8. directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification.

5.Limitation of Directorial Liability.

a.No person who is or was a director of this Corporation, nor his heirs, executors or administrators, shall be personally liable to this Corporation or its shareholders, and no such person may be sued by the Corporation or its shareholders, for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision shall not eliminate or limit the liability of any such party (i) for any breach of a director’s duty of loyalty to the Corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for unlawful distributions under Section 48-18-304 of the Tennessee Business Corporation Act, as amended from time to time.

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b.Any repeal or modification of the provisions of this Paragraph 8, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

Dated: October 15, 1998
	/s/ James H. Spalding
	James H. Spalding, Incorporator

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EX-3.20

Exhibit 3.20

Bylaws
of
ARC Financial Services Corporation
(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.         Principal Office and Registered Agent. The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2          Other Offices. The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1          Place Of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2          Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3          Special Meetings. Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten

percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4          Voting. Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Tennessee.

Section 2.5          List Of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6          Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7          Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

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Section 2.8          Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required by the Tennessee Business Corporation Act to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9          Proceedings at Stockholders’ Meetings. At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1          Number And Term. The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2          Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3          Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4          Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and

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the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

Section 3.5          Duties And Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6          Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Tennessee Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7          Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

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Section 3.8          Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaws. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9          Compensation. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10        Action Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11        Meetings By Conference Telephone. Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12        Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or

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interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 4.1          Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a a Chief Operating Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.         Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.         Salaries. The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.         Tenure And Removal; Resignations. The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.         President. The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized

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by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

Section 4.7           Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8           Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9           Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.10.        Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the

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meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11           Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the. order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12           Assistant Vice Presidents And Assistant Secretaries. Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13           Voting Securities Owned By The Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1            Certificates Of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant

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Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.2          Classes And Series Of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3          Lost Certificate. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4          Transfer Of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5.5          Stockholders’ Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than

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ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6           Registered Stockholders. The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7           Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time,

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in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8          Transfer Agents And Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9          Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

Section 5.10        Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1          Power To Indemnify In Actions. Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2          Power To Indemnify In Actions. Suits Or Proceedings By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by

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reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 6.3          Authorization Of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4          Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

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Section 6.5          Indemnification By A Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6.6          Expenses Payable In Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7          Nonexclusivity Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8          Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise

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against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9          Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10        Survival Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11        Limitation On Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12        Indemnification Of Employees And Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

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ARTICLE VII

GENERAL PROVISIONS

Section 7.1          Seal. The Corporation shall have no seal.

Section 7.2          Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3          Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1          Bylaw Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the stockholders at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2          Entire Board Of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IX

NOTICES

Section 9.1          Notices. Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

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Section 9.2          Waivers Of Notice. Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

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EX-3.21

Exhibit 3.21

CERTIFICATE OF INCORPORATION
OF
ASC OF HAMMOND, INC.

1.The name of the corporation is: ASC of Hammond, Inc.

2.The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) and the par value of each of such shares is $.01 amounting in the aggregate to ten dollars ($10.00)

5.The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6.The name and mailing address of the sole Incorporator is as follows:

Celeste A. Stellabott, Sole Incorporator
Universal Health Services, Inc.
367 South Gulph Road
King of Prussia, PA 1940S

7.A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

8.The corporation shall Indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 22^nd day of May, 2001.

/s/ Celeste A. Stellabott

Celeste A. Stellabott, Sole Incorporator

EX-3.22

Exhibit 3.22

ASC OF HAMMOND, INC.
* * * * *
BY-LAWS
*****

ARTICLE I
OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held in the City of King of Prussia, State of Pennsylvania, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

The board of directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of Delaware. If so authorized, and subject to such guidelines and procedures as the board of directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

Section 2. Annual meetings of stockholders, commencing with the year 2002 shall be held on June 1st if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place if any, date and hour of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place if any, date and hour of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such

action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes herein, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized persons or persons transmitted such telegram, cablegram or other electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered in accordance with Section 228 of the General Corporation Law of Delaware, to the corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all such purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE III
DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be three. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining

director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 7. Special meetings of the board may be called by the president on five days’ notice to each director, either personally or by mail or by facsimile communication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8. At all meetings of the board, two directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing or electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11. The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of

attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile telecommunication. Notice may also be given to stockholders by a form of electronic transmission in accordance with and subject to the provisions of Section 232 of the General Corporation Law of Delaware.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to notice or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, One or more vice-presidents, a secretary and a treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office,

of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI
CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer- or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shad have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and dear statement of the business and condition of the corporation.

CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII
AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

EX-3.23

Exhibit 3.23

ARTICLES OF CONVERSION
OF
ASC of New Albany, Inc.
(hereinafter “Non-surviving Corporation”)

INTO
ASC of New Albany, LLC
(hereinafter “Surviving LLC”)

ARTICLE I: PLAN OF ENTITY CONVERSION

a.Please set forth the Plan of Conversion, containing such Information as required by Indiana Code 23-1-38.5-11 and Indiana Code 23-1-38.5-12, attach herewith, and designate it as “Exhibit A.”

The following is basic information that must be included in the Plan of Entity Conversion: (please refer to Indiana Code 23-1-38.5-12 for a more complete listing of requirements before submitting the plan).

·A statement of the type of business entity that Surviving LLC will be and, if it will be a foreign non-corporation, its jurisdiction of organization;

·The terms and conditions of the conversion;

·The manner and basis of converting the shares of Non-surviving Corporation into the interests, securities, obligations, rights to acquire Interests or other securities of Surviving LLC following its conversion; and

·The full text, as in effect immediately after the consummation of the conversion, of the organic document (if any) of Surviving LLC.

·If, as a result of the conversion, one or more shareholders of Non-surviving Corporation would be subject to owner liability for debts, obligations, or liabilities of any other person or entity, those shareholders must consent in writing to such liabilities in order for the Plan of Merger to be valid.

b.Please read and sign the following statement.

I hereby affirm under penalty of perjury that the plan of conversion is in accordance with the Articles of Incorporation or bylaws of Non-surviving Corporation and is duly authorized by the shareholders of Non-surviving Corporation as required by the laws of the State of Indiana.

Signature /s/ Teresa F. Sparks Printed Name Teresa F. Sparks Title Vice President

ARTICLE II: NAME AND DATE OF INCORPORATION OF NON-SURVIVING CORPORATION

a.The name of Non-surviving Corporation immediately before filing these Articles of Entity Conversion is the following:

ASC of New Albany, Inc.

b.The date on which Non-surviving Corporation was Incorporated in the State of Indiana is the following: April 5, 1993

ARTICLE III: NAME AND PRINCIPAL OFFICE OF SURVIVING LLC

a.The name of Surviving LLC is the following:

ASC of New Albany, LLC

·(Please note pursuant to Indiana Code 23-18-2-8, this name must include the words “Limited Liability Company”, “L.L.C.”, or “LLC”).

·(If Surviving LLC is a foreign LLC, then its name must adhere to the laws of the state in which it is domiciled).

b.The address of Surviving LLC’s Principal Office is the following:

Street Address	City	State	Zip Code
40 Burton Hills Boulevard, Suite 500	Nashville	TN	37215

ARTICLE IV: REGISTERED OFFICE AND AGENT OF SURVIVING LLC
Registered Agent: The name and street address of Surviving LLC’s Registered Agent and Registered Office for service of process are the following:
Name of Registered Agent CT Corporation System
Address of Registered Office (street or building) 251 E. Ohio Street, Suite 1100	City Indianapolis	Indiana	Zip Code 46204

ARTICLE V- JURISDICTION OF SURVIVING LLC AND CHARTER SURRENDER OF NON-SURVIVING CORPORATION
SECTION 1.	JURISDICTION
Please state the jurisdiction in which Surviving LLC will be organized and governed.		Indiana
SECTION 2.	CHARTER SURRENDER (Please complete this section only if Surviving LLC is organized outside of Indiana).
If the jurisdiction stated above is not Indiana, please set forth the Articles of Charter Surrender for the Non-surviving Corporation and attach herewith as “Exhibit B.” Pursuant to Indiana Code 23-1-38.5-14, the Articles of Charter Surrender must include: 1.The name of Non-surviving Corporation; 2.A statement that the Articles of Charter Surrender are being filed in connection with the conversion of Non-surviving Corporation into an LLC that will be organized in a jurisdiction other than the State of Indiana; 3.A signed statement under penalty of perjury that the conversion was duly approved by the shareholders of Non-surviving Corporation in a manner required by Indiana Law and consistent with the Articles of Incorporation or the bylaws of Non-surviving Corporation; 4.The jurisdiction under which the Surviving LLC will be organized; and 5.The address of Surviving LLC’s executive office.

ARTICLE VI: DISSOLUTION OF SURVIVING LLC

Please indicate when dissolution will take place in Surviving LLC:

o  The latest date upon which Surviving LLC is to dissolve is                                           , OR

x  Surviving LLC is perpetual until dissolution.

ARTICLE VII: MANAGEMENT OF SURVIVING LLC
Surviving LLC will be managed by:	x  The members of Surviving LLC,   OR o   A manager or managers

In Witness Whereof, the undersigned being an officer or other duly authorized representative of Non-surviving Corporation executes these Articles of Entity Conversion and verifies, subject to penalties of perjury, that the statements contained herein are true,

this 21st day of December, 2007.

Signature	/s/ Teresa F. Sparks	Printed Name
		Teresa F. Sparks, VP
Title Vice President

EXHIBIT A

Plan of Conversion
(see attached)

PLAN OF CONVERSION

OF

ASC OF NEW ALBANY, INC.

Pursuant to the provisions of the Indiana Business Flexibility Act, ASC of New Albany, Inc., an Indiana corporation (the “Company”), hereby converts from a corporation into a limited liability company pursuant to the terms and conditions set forth herein:

1. Conversion of the Company into a Limited Liability Company

(a) The Company, by the filing of the Articles of Conversion, will convert from a corporation into a limited liability company. The name of the limited liability company into which the Company will be converted is ASC of New Albany, LLC (the “LLC”).

(b) At 11:59 p.m. on December 31, 2007 (the “Effective Time”), all of the shares held by the sole shareholder of the Company shall, by virtue of the conversion and without any action on the part of such shareholder, be converted into 100% of the membership interests of the LLC. At the conclusion of the conversion, the ownership of the LLC shall be identical to the ownership of the Company immediately prior to the conversion.

(c) As a result of the conversion and without any action on the part of the Company’s sole shareholder, at the Effective Time, all shares of the Company shall cease to be outstanding, shall be canceled and retired and shall cease to exist, and the Company’s sole shareholder shall thereafter cease to have any rights with respect to such shares, except the right to retain 100% of the membership interests of the LLC.

2. Articles of Organization

The contents of the Articles of Organization for the LLC are set forth on Exhibit A attached hereto.

3. Approval of the Conversion

(a) This Plan of Conversion was duly approved and adopted by the directors of the Company on December 21, 2007.

(b) This Plan of Conversion was duly approved and adopted by the sole shareholder of the Company on December 2l, 2007.

4. Adoption of the Operating Agreement

The approval and adoption of the terms and conditions set forth in this Plan of Conversion and in the Articles of Conversion shall be deemed to be an execution of the operating agreement by the sole member of the LLC.

5. Effective Date

The conversion shall become effective at the Effective Time, as defined in Section l(b) of this Plan of Conversion.

EXHIBIT A

Articles of Organization
(see attached)

ARTICLE OF ORGANIZATION

The undersigned, desiring to form a Limited Liability Company (hereinafter referred to as “LLC”) pursuant to the provisions of:

Indians Business Flexibility Act, Indians Code 23-18-1-1, at seq. as amended, executes the following Articles of Organization:

ARTICLE I - NAME AND PRINCIPAL OFFICE

Name of LLC (the name must include the words “Limited Liability Company”, “L.L.C.”, or “LLC”)

    ASC of New Albany, LLC

      Principal Office: The address of the principal office of the LLC is: (optional)

Post office address:	City	State	Zip code
40 Burton Hills Boulevard, Suite 500	Nashville	TN	37215

ARTICLE II - REGISTERED OFFICE AND AGENT

    Registered Agent: The name and street address of the LLC’s Registered Office for service of process are:

Name of Registered Agent

    CT Corporation System

Address of Registered office (street or building)	City	Indiana	Zip code
251 E Ohio St., Suite 1100	Indianapolis		46204

ARTICLE III - DISSOLUTION

oThe latest date upon which the LLC is to dissolve:

xThe Limited Liability Company is perpetual until dissolution.

ARTICLE IV - MANAGEMENT

xThe Limited Liability Company will be managed by members.

oThe Limited Liability Company will be managed by a manager or managers.

In Witness Whereof, the undersigned executes these Articles of Organization and verifies, subject to penalties of perjury, that the statement contained herein are true,

this 21^st day of December, 2007.

Signature		Printed Name
	/s/ Teresa F. Sparks	Teresa F. Sparks, VP of sole member

The instrument was prepared by: (name)
Aimee W. Fuqua, Paralegal
Address (number, street, city and state)	Zip code
511 Union street, suite 2700, Nashville, TN	37219

EX-3.24

Exhibit 3.24

OPERATING AGREEMENT

OF

ASC OF NEW ALBANY, LLC

This Operating Agreement (the “Agreement”) of ASC OF NEW ALBANY, LLC, an Indiana limited liability company (the “Company”), is entered into by and between SARC/Vincennes, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of December 31, 2007.

WHEREAS, the Member desires to adopt an operating agreement in accordance with the Indiana Business Flexibility Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.      Organization. Effective December 31, 2007, the Company was formed as an Indiana limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Indiana (the “Articles”).

Section 2.      Registered Office; Registered Agent. The registered office of the Company in the State of Indiana will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Indiana will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Indiana.

Section 3.      Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Indiana.

Section 4.      Term. The Company commenced on the date the Articles were filed with the Secretary of State of Indiana, and will continue in existence until terminated pursuant to this Agreement.

Section 5.      Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.      Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.      Address. The address of the Member is set forth below:

c/o SARC/Vincennes, Inc.
40 Burton Hills Boulevard
Suite 500
Nashville, TN 37215

Section 8.      New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.      Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.    Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in an amount agreed to by the Member and the Company. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.    Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.    Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.    Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.    President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.    Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 16.    Indemnification, The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.    Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.    Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.    Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.    Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.    Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Indiana without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
ASC OF NEW ALBANY, LLC
By:	/s/ Teresa F. Sparks
	Teresa F. Sparks, Vice President
MEMBER:
SARC/VINCENNES, INC.
By:	/s/ Teresa F. Sparks
	Teresa F. Sparks, Vice President

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EX-3.25

Exhibit 3.25

ARTICLES OF INCORPORATION
OF
HOUSTON PSC, INC.

The undersigned natural person of the age of eighteen (18) years or more, acting as Incorporator of a corporation (herein after referred to as the “Corporation”) under the Texas Business Corporation Act (hereinafter referred to as the “Act”), does hereby adopt the following Articles of Incorporation for the Corporation:

ARTICLE I

Name

The name of the Corporation is Houston PSC, Inc.

ARTICLE II

Duration

The period of duration of the Corporation is perpetual.

ARTICLE III

Purpose

The purpose for which the Corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the Act.

ARTICLE IV

Capital Stock

SECTION 1. AUTHORIZED SHARES. The aggregate number of shares which the Corporation shall have authority to issue is 100,000 with a par value per share of $0.01. The shares are designated as Common Stock and have identical rights and privileges in every respect.

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SECTION 2. PREEMPTIVE RIGHTS. NO shareholder of the Corporation shall by reason of his holding shares in the Corporation possess a preemptive and preferential right to purchase or subscribe to additional, unissued or treasury shares of any class of the Corporation, now or here after to be authorized, and any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized.

SECTION 3. CUMULATIVE VOTING. Directors shall be elected by majority vote. Cumulative voting is expressly denied.

ARTICLE V

Initial Consideration for Issuance of Shares

The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00), consisting of money, labor done or property actually received.

ARTICLE VI

Initial Registered Office and Agent

The address of the initial registered office of the Corporation is 5847 San Felipe, Suite 4295, Houston, Texas 77057, and the name of the initial registered agent of the Corporation at such address is Bill E. Henry.

ARTICLE VII

Board of Directors

The number of directors of the Corporation shall be fixed from time to time in the manner provided in the Bylaws; but no decrease shall have the effect of shortening the term of any incumbent director. The number constituting the initial Board of Directors is two (2), and the name and address of each person who is to serve as a director until

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the first annual meeting of shareholders, or until their successors ate elected and qualified, is as follows:

Name	Address
Walter E. Schwing, Jr.	5847 San Felipe, Suite 4295 Houston, TX 77057
Robert T. Schwing	5847 San Felipe, Suite 4295 Houston, TX 77057

ARTICLE VIII

Purchase of Shares

The Corporation may purchase directly or indirectly its own shares to the extent the money or other property paid or the indebtedness issued therefore does not (i) render the Corporation unable to pay its debts as they become due in the usual course of business or (ii) exceed the surplus of the Corporation, as defined in the Act. Notwithstanding the limitations contained in the preceding sentence, the Corporation may purchase any of its own shares for the following purposes, provided that the net assets of the Corporation, as defined in the Act, are not less than the amount of money or other property paid or the indebtedness issued therefor: (i) to eliminate fractional shares; (ii) to collect or compromise indebtedness owed by or to the Corporation; (iii) to pay dissenting shareholders entitled to payment for their shares under the Act; and (iv) to effect the purchase or redemption of redeemable shares in accordance with the Act.

ARTICLE IX

Bylaws

The initial Bylaws of the Corporation shall be adopted by the Board of Directors. The power to alter, amend or repeal the Bylaws of the Corporation or adopt new Bylaws

3

is vested in the Board of Directors, subject to repeal or change by action of the shareholders of the Corporation.

ARTICLE X

Indemnification

The Corporation shall indemnify, in accordance with and to the fullest extent now or hereafter permitted by Texas law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the Corporation), by reason of his acting as a director, officer, employee or agent of, or his acting in any other capacity for, on behalf of, or at the request of, the Corporation, against any liability or expense actually or reasonably incurred by such person in respect thereof.

No director of the Corporation shall be liable to the Corporation or any of its shareholders for monetary damages for an act or omission in the director’s capacity as a director, except that this article does not eliminate or limit the liability of a director for: (i) a breach of a director’s duty of loyalty to the Corporation or its shareholders; (ii) an act or omission not in good faith that involves intentional misconduct or a knowing violation of law; (iii) a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; (iv) an act or omission for which the liability of a director is expressly provided for by statute; or (v) an act related to an unlawful stock repurchase or payment of a dividend. If the Texas Business Corporation Act or the Texas Miscellaneous Corporation Laws Act (hereinafter referred to collectively as the “Corporation Acts”) hereafter are amended to authorize the further elimination or limitation of the liability of directors,

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then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Corporation Acts. No amendment to or repeal of this Article X shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE XI

Incorporator

The name and address of the Incorporator is L.M. Wilson, 700 Louisiana, Suite 1900, Houston, Texas 77002.

IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 24th day of June, 1997.

INCORPORATOR:

/s/ L. M. Wilson

L. M. Wilson

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ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

Pursuant to the provisions of article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE I

The name of the corporation is Houston PSC, Inc.

ARTICLE II

The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on July 15, 1997.

The amendment alters or changes Article I of the original or amended Articles of Incorporation and the full text of each provision altered is as follows:

“ARTICLE I

The name of the corporation is Houston PSC-I, Inc.”

ARTICLE III

The number of shares of the corporation outstanding at the time of such adoption was 1,000; and the number of shares entitled to vote thereon was 1,000.

ARTICLE IV

The holders of all of the shares outstanding and entitled to vote on said amendment have signed a consent in writing adopting said amendment.

ARTICLE V

The manner in which such amendment effects a change in the amount of stated capital as changed by such amendment, are as follows: No change.

Dated: July 30, 1997.

			HOUSTON PSC, INC.
By:	/s/ Walter E. Schwing		By:	/s/ Robert L. Schwing
Name:		Walter E. Schwing, Jr.	Name:		Robert L. Schwing
Title:		Chief Financial Officer	Title:		Chief Development Officer

EX-3.26

Exhibit 3.26

BYLAWS
OF
HOUSTON PSC, INC.

I.

CAPITAL STOCK

Section 1.Certificates Representing Shares. Certificates in the form determined by the Board of Directors and as shall conform to the requirements of the statutes, the Articles of Incorporation and these Bylaws shall be delivered representing all shares to which shareholders are entitled. Such certificates shall be consecutively numbered and shall be entered in the share transfer records of the Company as they are issued. Each certificate shall state on its face the holder’s name, the number and class of shares, the par value of shares or a statement that such shares are without par value, and such other matters as may be required by law. Each certificate shall be signed by the President or a Vice President and either the Secretary or any Assistant Secretary, and may bear the seal of the Company or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles, if the certificate is countersigned by a transfer agent or registered by a registrar, either of which is other than the Company itself or an employee of the Company. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issuance.

Section 2.         Issuance. Shares (both treasury and authorized but unissued) may be issued for such consideration (not less than par value) and to such persons as the Board of Directors may determine from time to time. Shares may not be issued until the full amount of the consideration, fixed as provided by law, has been paid.

Section 3.         Payment for Shares.

(a)The consideration for the issuance of shares shall consist of money paid, labor done (including services actually performed for the Company), or property (tangible or intangible) actually received. Neither promissory notes nor the promise of future services shall constitute payment for shares.

(b)In the absence of fraud in the transaction, the judgment of the Board of Directors as to the value of consideration received shall be conclusive.

(c)When consideration, fixed as provided by law, has been paid, the shares shall be deemed to have been issued and shall be considered fully paid and nonassessable.

(d)The consideration received for shares shall be allocated by the Board of Directors, in accordance with law, between stated capital and capital surplus accounts.

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Section 4.         Lost, Stolen, or Destroyed Certificates. The Company shall issue a new certificate in place of any certificate for shares previously issued if the registered owner of the certificate:

(a)Makes proof in affidavit form that it has been lost, destroyed, or wrongfully taken; and

(b)Requests the issuance of a new certificate before the Company has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; and

(c)Gives a bond in such form, and with such surety or sureties, with fixed or open penalty, as the Company may direct, to indemnify the Company (and its transfer agent and registrar, if any) against any claim that may be made on account of the alleged loss, destruction or theft of the certificate; and

(d)Satisfies any other reasonable requirements imposed by the Company.

When a certificate has been lost, apparently destroyed, or wrongfully taken, and the holder of record fails to notify the Company within a reasonable time after he has notice of it, and the Company registers a transfer of the shares represented by the certificate before receiving such notification, the holder of record is precluded from making any claim against the Company for the transfer or for a new certificate.

Section 5.         Registered Owner. Prior to due presentment for registration of transfer of a certificate for shares, the Company is entitled to treat the registered owner as the person exclusively entitled to vote, to receive notices and otherwise to exercise all the rights and powers of a shareholder. The Company shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Section 6.         Shareholders of Record. The Board of Directors of the Company may appoint one or more transfer agents or registrars of any class of stock of the Company, (unless and until such appointment is made, the Secretary of the Company shall maintain among other records a stock certificate book, the stubs in which shall set forth the names and addresses of the holders of all issued shares of the Company, the number of shares held by each, the certificate numbers representing such shares, and whether or not such shares originate from original issues or from transfer. The names and addresses of the shareholders, as they appear on the stock certificate book, shall be the official list of shareholders of record of the Company for all purposes. The Company shall be entitled to treat the holder of record of any shares of the Company as the owner thereof for all purposes, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including (but without limitation) a purchaser, assignee, or transferee, unless and until such other person becomes the holder of record of such shares, whether or not the Company shall have either actual or constructive notice of the interest of such other person.

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Section 7.         Transfer of Shares. The shares of the Company shall be transferable only on the stock certificate books of the Company by the holder of record thereof, or by his duly authorized attorney or legal representative, upon endorsement and surrender for cancellation of the certificate(s) for such shares. The Company shall register the transfer of a certificate for shares presented to it for transfer provided the Company has no notice of an adverse claim or has discharged any duty to inquire into such a claim, and any applicable law relating to the collection of taxes has been complied with. All certificates surrendered for transfer shall be cancelled, and no new certificate shall be issued until a former certificate or certificates for a like number of shares shall have been surrendered and cancelled, except that in the case of a lost, destroyed, or mutilated certificate, a new certificate may be issued therefor upon such conditions for the protection of the Company and any transfer agent or registrar (including the requirement of a bond or of indemnification) as the Board of Directors or the Secretary may prescribe.

Section 8.         Agreements Among Shareholders. The shareholders of the Company shall have the power to make, amend and terminate any Voting Agreement, Voting Trust or Buy-Sell Agreement as they may deem proper.

II.

MEETINGS OF SHAREHOLDERS

Section 1.         Place of Meetings. All meetings of shareholders shall be held at the principal office of the Company, or at such other place within or without the State of Texas as may be designated by the Board of Directors or officer calling the meeting or as shall be specified or fixed in the respective notices or waivers of notice thereof.

Section 2.         Annual Meeting. Annual meetings of the shareholders, commencing with the year 1998, shall be held on the second Tuesday of April of each year at such hour as may be designated in the notice of the meeting, if such day is not a legal holiday and, if a holiday, then on the first following day that is not a legal holiday. The Board of Directors may postpone the time of holding the annual meeting of shareholders for such period not exceeding ninety (90) days, as they may deem advisable. Failure to hold the annual meeting at the designated time shall not work a dissolution of the Company nor impair the powers, rights and duties of the Company’s officers and Directors. At annual meetings, the shareholders shall elect Directors and transact such other business as may properly be brought before the meeting. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

Section 3.         Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or the Board of Directors. Special meetings of shareholders shall be called by the President or the Secretary upon the written request of the holders of shares entitled to not less than ten percent (10%) of all the outstanding shares of the Company entitled to vote at such meeting. Such request shall state the purpose or purposes of such meeting and the matters proposed to be acted on thereat.

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Business transacted at a special meeting shall be confined to the purposes stated in the notice of the meeting.

Section 4.         Notice of Meeting. Written notice of all meetings stating the place, day, and hour of each meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the share transfer records of the Company, with postage thereon prepaid. Waiver by a shareholder in writing of notice of a shareholders’ meeting, signed by him, whether before or after the time of such meeting, shall be equivalent to the giving of such notice. Attendance by a shareholder, whether in person or by proxy, at a shareholders’ meeting shall constitute a waiver of notice of such meeting of which he has had no notice.

Section 5.         Closing of Share Transfer Records and Fixing of Record Date for Meetings. The Board of Directors may, by resolution, fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of shareholders for any other purposes (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders). Such date, in any case, shall not be more than sixty (60) days and not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. In lieu of fixing a record date, the Board of Directors may provide that the share transfer records shall be closed for a stated period but not to exceed, in any case, twenty (20) days. If the share transfer records are closed for the purpose of determining shareholders entitled to notice of, or to vote at, a meeting of shareholders, such records shall be closed for at least ten (10) days immediately preceding such meeting. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the mailing is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.

Section 6.         Voting List. The officer or agent having charge of the share transfer records for shares of the Company shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Company and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time

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and place of the meeting and shall be subject to the inspection by any shareholder during the whole time of the meeting. The original share transfer records shall be prima facie evidence as to which shareholders are entitled to examine such list or transfer records or to vote at any meeting of shareholders. Failure to comply with any requirements of this Section shall not affect the validity of any action taken at such meeting.

Section 7.         Voting at Meetings. Each holder of shares of the Company entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders for each such share, either in person or by proxy, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation.

Section 8.         Proxies. At any meeting of shareholders, a shareholder having the right to vote may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. A telegram, telex, cablegram, or similar transmission by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for purposes of this Section. Such proxy shall be filed with the Secretary of the Company before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.

Section 9.         Quorum. Unless otherwise provided in the Articles of Incorporation of the Company, the holders of a majority of the shares issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but if a quorum is not represented, a majority in interest of those represented may adjourn the meeting from time to time, without further notice other than announcement at the meeting, until a quorum shall be present or represented. If the adjournment is for more than fifty (50) days, or if after adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at such meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The vote of the holders of a majority of the shares entitled to vote and thus represented at a meeting at which a quorum is present shall be the act of the shareholders’ meeting unless the vote of a greater number is required by law, the Articles of Incorporation or these Bylaws, in which case the vote of such greater number shall be requisite to constitute the act of the meeting. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 10.       Presiding Officer and Conduct of Meetings. The Chairman of the Board of Directors shall preside at all meetings of the shareholders and shall automatically serve as Chairman of such meetings. In the absence of the Chairman of the Board of Directors, or if the Directors neglect or fail to elect a Chairman, then the President of the corporation shall preside at the meetings of the shareholders and shall automatically be the Chairman of such meeting, unless and until a different person is elected by a majority of the shares entitled to vote at such meeting.

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Section 11.       Action by Shareholders without Meeting. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Section 12.       Fixing Record Dates for Consents to Action. Unless a record date shall have previously been fixed or determined pursuant to Section 5, whenever action is proposed to be taken by consent in writing without a meeting of shareholders, the Board of Directors may fix a record date for the purpose of determining shareholders entitled to consent to that action, which record date shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and the prior action of the Board of Directors is not required by this Act, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action or proposed action to be taken is delivered to the corporation by delivery to its registered office, its principal place of business or an officer or agent of the Company having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company’s principal place of business shall be addressed to the President or the principal executive officer of the Company. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by this Act, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.

Section 13.       Telephone Meetings. Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, the shareholders may, unless otherwise restricted by the Articles of Incorporation or these Bylaws, participate in and hold a meeting using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

IV.

DIRECTORS

Section 1.         Management. The powers of the Company shall be exercised by or under the authority of, and the business, affairs and property of the Company shall be managed and controlled under the direction of the Board of Directors which may exercise all such powers of the Company and do all such lawful acts and things as are not by statute, the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.

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Section 2.         Number and Tenure. The Board of Directors shall consist of at least two (2) members, which number shall be fixed by the Board of Directors and may be increased or decreased from time to time by resolution of the Board of Directors, but shall never be less than one (1) and, provided that no decrease shall effect the shortening of the term of any incumbent Director. The directors shall be elected at each annual meeting of shareholders, except as provided in Section 4 below. At each election, the persons receiving the greatest number of votes shall be elected Directors. Unless sooner removed in accordance with these Bylaws or until the Company has received a written resignation, members of the Board of Directors shall hold office until the next succeeding annual meeting of shareholders and until their successors shall have been elected and qualified.

Section 3.         Qualifications. Directors need not be shareholders of the Company or residents of any particular state.

Section 4.         Vacancies. Any vacancies occurring in the Board of Directors, including vacancies resulting from any increase in the number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, though less than a quorum of the entire Board, and the Directors so elected shall hold office for the unexpired term of his predecessor in office until the next annual meeting and until their successors are elected and have qualified. A vacancy shall be deemed to exist by reason of the death, resignation, or upon the failure of shareholders to elect Directors to fill the unexpired terms of Directors removed in accordance with the provisions of these Bylaws.

Section 5.         Place of Meeting. Meetings of the Board of Directors may be held either within or without the State of Texas, at whatever place is specified by the officer or director calling a meeting or at the same place as the annual meeting of shareholders. In the absence of specific designation, the meeting shall be held at the principal office of the Company.

Section 6.         Regular Meetings. The Board of Directors shall meet each year immediately following the annual meeting of the shareholders, at the place of such meeting, for the transaction of such business as may properly be brought before it. No notice of annual meetings need be given to either old or new members of the Board of Directors. Regular meetings may be held at such other times as shall be designated by the Board of Directors.

Section 7.         Special Meetings. Special meetings of the Board of Directors may be held at any time upon the call or at the request of the President, the Secretary, or a majority of the Directors of the Company. The person or persons authorized to call special meetings of the Board of Directors may fix any place for holding any special meeting of the Board of Directors called by them. Notice shall be delivered personally or sent by mail or telegram to the last known address of each Director at least three (3) days before the meeting. Oral notice may be substituted for such written notice if given not later than one (1) day before the meeting. Notice of the time, place, and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of notice. Any Director may waive notice of any meeting. Attendance of a Director at such meeting shall also constitute waiver of notice thereof, except where he attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Except as otherwise herein

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provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of such meeting.

Section 8.         Quorum. At all meetings of the Board of Directors, the presence of a majority of the number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. If a quorum is not present at a meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. The act of a majority of the Directors present at such meeting at which a quorum is present shall be the act of the Board of Directors. Any regular or special Directors’ meeting may be adjourned from time to time by those present, whether a quorum is present or not.

Section 9.         Chairman. A majority of the Directors shall elect from its members a Chairman who shall preside at all meetings of the Board of Directors. The Chairman shall hold this office until the next regular meeting of the Directors or until his successor shall have been elected and qualified. In the absence of the Chairman, or if the Directors neglect or fail to elect a Chairman, then the President of the Company, if he is a member of the Board of Directors, shall automatically serve as Chairman of the Board of Directors.

Section 10.       Secretary. The Secretary of the Board of Directors shall be the Secretary of the Company, and the Secretary shall act as Secretary of the Directors’ meetings and record the minutes of all such meetings. If the Secretary of the Company is not available, then the Chairman, or the President, as the case may be, may appoint a person to serve as Secretary of the meeting, and such person shall not be required to be a member of the Board of Directors nor an officer of the Company.

Section 11.       Compensation. The Board of Directors shall have authority to determine, from time to time, by resolution of the Board of Directors, the amount of compensation, if any, which shall be paid to its members for their services as directors and as members of standing or special committees. No such payment shall preclude any director from serving the Company in any other capacity and receiving compensation therefor.

Section 12.       Interest of Directors in Contracts. Any contract or other transaction between the Company and one (1) or more of its Directors, or between the Company and any firm of which one or more of its Directors are members or employees, or in which they are interested, or between the Company and any corporation or association of which one or more of its Directors are shareholders, members, directors, officers, or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors of the Company, which acts upon, or in reference to, such contract or transaction, and notwithstanding his or their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize, approve, and ratify such contract or transaction by a vote of a majority of the Directors present, such interested Director or Directors to be counted in determining whether a quorum is present, but not to be counted in calculating the majority of such quorum necessary to carry such vote. This Section shall not be construed to

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invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.

Section 13.       Removal. The entire Board of Directors or any individual Director may be removed from office, either for or without cause, at any special meeting of shareholders by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote at elections of Directors. The notice calling such meeting shall give notice of the intention to act upon such matter, and if the notice so provides, the vacancy caused by such removal may be filled at such meeting by vote of the holders of a majority of the shares represented at such meeting and entitled to vote for the election of Directors. For cause, a Director may be removed at any meeting of Directors by a majority vote of the Directors in office.

Section 14.       Executive Committee. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by these Bylaws, may designate an Executive Committee, which committee shall consist of one (1) or more of the Directors of the Company. Such Executive Committee may exercise such authority of the Board of Directors in the business and affairs of the Company as the Board of Directors may by resolution duly delegate to it except where action by the Board of Directors is specified by law; provided, however, such committee shall not have the power or authority, unless authorized in the resolution designating that committee, to (1) amend or recommend to the shareholders an amendment to the Articles of Incorporation, (2) amend, alter, restate or repeal the Bylaws, (3) adopt an agreement of merger or share exchange of the Company, (4) recommend to the shareholders the sale, lease or exchange of all or substantially all of the property and assets of the Company, (5) recommend to the shareholders a voluntary dissolution of the Company or a revocation of the dissolution, (6) propose any reduction of the stated capital of the Company, (7) fill vacancies in the Board of Directors or any such committee or fill any directorship to be filled by reason of an increase in the number of directors, (8) elect or remove officers, (9) fix compensation for any director or (10) alter or repeal any resolution of directors that by its terms provides that it shall not be so amendable or repealable, and, (11) unless the resolution designating the particular committee or the articles of incorporation, or the bylaws, expressly so provide, no such committee shall have the power or authority to authorize a distribution or to authorize the issuance of shares of capital stock. The designation of such committee and delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law. Any member of the Executive Committee may be removed by the Board of Directors by the affirmative vote of a majority of the number of Directors fixed by the Bylaws whenever in the judgment of the Board the best interests of the Company will be served thereby. The Executive Committee shall keep regular minutes of its proceeding and report the same to the Board of Directors when required. The minutes of the proceedings of the Executive Committee shall be placed in the minute book of the Company.

Section 15.       Other Committees. The Board of Directors may, by resolution adopted by affirmative vote of a majority of the Directors and for its convenience, and at its discretion, appoint one or more advisory committees of two or more Directors each; but no such advisory committee shall have the power or authority except to advise the Board of Directors, and such committee shall exist solely at the pleasure of the Board of Directors, no minutes of the proceedings of any such committee need be kept, and no member of any such committee shall

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receive any compensation for such membership except by way of reimbursement for reasonable expenses actually incurred by him by reason of such membership. Such other advisory committees may be established for any purposes; provided, that any such other committee or committees shall have and may exercise only the power of recommending action to the Board of Directors and of carrying out and implementing any instructions or any policies, plans and programs theretofore approved, authorized and adopted by the Board of Directors.

Section 16.       Action by Directors Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or any executive committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members of the Board of Directors or executive committee, as the case may be. As permitted by Article 9. IOC of the Texas Business Corporation Act, members of the Board of Directors, or members of any committee designated by such Board, may participate and hold a meeting of the Board of Directors or any committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting pursuant to a conference call or similar communications equipment shall constitute presence in person at such meeting.

V.

OFFICERS

Section 1.         Officers. The officers of the Company shall be elected by the Board of Directors and may consist of a President, a Vice President or Vice Presidents, a Secretary, a Treasurer and such other officers (including a Chairman of the Board, a Chief Executive Officer, a Chief Operating Officer and a Chief Financial Officer and additional vice presidents) and assistant officers as the Board of Directors may, from time to time, designate. Two or more offices may be held by the same person, but, when applicable, no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law, the Articles of Incorporation, or these Bylaws to be executed, acknowledged, or verified by two or more officers. None of the elected officers, with the exception of the Chairman of the Board, must be a member of the Board of Directors.

Section 2.         Election and Term of Office. The officers of the Company to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his earlier death, resignation, retirement, disqualification or removal from office and until his successor shall have been duly elected and qualified.

Section 3.         Compensation. The compensation of the officers shall be determined by the Board of Directors and may be altered by the Board, from time to time, except as otherwise provided by contract, and no officer shall be prevented from receiving such compensation by reason of the fact that he is also a Director of the Company. All officers shall be entitled to be paid or reimbursed for all costs and expenditures incurred in the Company’s business.

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Section 4.         Vacancies. Whenever any vacancies shall occur in any office by death, resignation, increase in the number of officers of the Company, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected shall hold office for the unexpired portion of such term or until his successor is chosen and qualified.

Section 5.         Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 6.         Chairman of the Board. The Board of Directors may select from among its members a Chairman of the Board who shall preside when present at all meetings of the shareholders and at all meetings of the Board of Directors and approve the minutes of all proceedings thereat, and he shall be available to consult with and advise the officers of the Company with respect to the conduct of the business and affairs of the Company and shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to him by the Board of Directors. The Chairman of the Board shall be the highest officer of the Company and, subject to the control of the Board of Directors, shall in general supervise and control all business and affairs of the Company.

Section 7.         President. The President shall be the Chief Executive Officer of the Company unless the Board of Directors designates the Chairman of the Board as chief executive officer. Subject to the control of the Board of Directors, the chief executive officer shall have general executive charge, management and control of the affairs, properties and operations of the Company in the ordinary course of its business, with all such duties, powers and authority with respect to such affairs, properties and operations as may be reasonably incident to such responsibilities; he may appoint or employ and discharge employees and agents of the Company and fix their compensation; he may make, execute, acknowledge and deliver any and all contracts, leases, deeds, conveyances, assignments, bills of sale, transfers, releases and receipts, any and all mortgages, deeds of trust, indentures, pledges, chattel mortgages, liens and hypothecations, and any and all bonds, debentures, notes, other evidences of indebtedness and any and all other obligations and encumbrances and any and all other instruments, documents and papers of any kind or character for and on behalf of and in the name of the Company, and, with the Secretary or an Assistant Secretary, he may sign all certificates for shares of the capital stock of the Company; he shall do and perform such other duties and have such additional authority and powers as from time to time may be assigned to or conferred upon him by the Board of Directors.

Section 8.         Chief Operating Officer. In the absence of the Chairman of the Board and the Chief Executive Officer or in the event of their death, inability, or refusal to act, the Company may designate a Chief Operating Officer to perform the duties of Chairman of the Board, and when so acting, to have all the powers of and be subject to all the restrictions upon the Chairman of the Board. The Chief Operating Officer shall perform such other duties as from

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time to time may be assigned to him by the Chief Executive Officer, by the Chairman of the Board, or by the Board of Directors.

Section 9.         The Vice Presidents. Each Vice President shall generally assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the President or the Board of Directors. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Company; and shall perform such other duties as from time to time may be assigned to him by the President, or by the Board of Directors.

Section 10.       Secretary. It shall be the duty of the Secretary to give notice to and attend all meetings of the shareholders and Board of Directors and record correctly all votes, actions and the minutes of all proceedings had at such meetings in a book suitable for that purpose. It shall also be the duty of the Secretary to attest, with his signature and the seal of the Company, all stock certificates issued by the Company and to keep a stock ledger in which shall be correctly recorded all transactions pertaining to the capital stock of the Company. He shall also attest, with his signature and the seal of the Company, all deeds, conveyances, or other instruments requiring the seal of the Company. The person holding the office of Secretary shall also perform, under the direction and subject to the control of the President and the Board of Directors, such other duties as may be assigned to him. The duties of the Secretary may also be performed by any Assistant Secretary. In the absence of the appointment of a Treasurer for the Company, the Secretary shall perform the duties of the Treasurer.

Section 11.       Treasurer. The Treasurer shall be the chief accounting and financial officer of the Company and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Company. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors may determine. He shall keep such monies and securities of the Company as may be entrusted to his keeping and account for the same. He shall be prepared at all times to give information as to the condition of the Company and shall make a detailed annual report of the entire business and financial condition of the Company. The person holding the office of Treasurer shall also perform, under the direction and subject to the control of the President and the Board of Directors, such other duties as may be assigned to him. The duties of the Treasurer may also be performed by any Assistant Treasurer.

Section 12.       Delegation of Authority. In the case of any absence of any officer of the Company, or for any other reason that the Board may deem sufficient, the President or the Board of Directors may delegate some or all the powers or duties of such officer to any other officer or to any Director, employee, shareholder, or agent for whatever period of time seems desirable.

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VI.

INDEMNIFICATION

Section 1.         Indemnification of Directors, Officers, Employees and Agents.

(a)As used in this section:

(1)“Company” includes any domestic or foreign predecessor entity of the Company in a merger, consolidation or other transaction in which the liabilities of the predecessor are transferred to the Company by operation of law and in any other transaction in which the Company assumes the liabilities of the predecessor but does not specifically exclude liabilities that are the subject matter of this Section 1.

(2)“Director” means any person who is or was a director of the Company and any person who, while a director of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.

(3)“Expenses” include court costs and attorneys’ fees.

(4)“Official Capacity” means

a.when used with respect to a Director, the office of director in the Company, and

b.when used with respect to a person other than a Director, the elective or appointive office in the Company held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Company, but in each case does not include service for any other foreign or domestic company or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.

(5)“Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

(b)The Company may indemnify any person who was, is or is threatened to be made a named defendant or respondent in any Proceeding because he is or was a Director only if it is determined in accordance with Section l(f) that the person:

(1)conducted himself in good faith;

(2)reasonably believed:

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a.in the case of conduct in his Official Capacity as a Director of the Company, that his conduct was in the Company’s best interests, and

b.in all other cases, that his conduct was at least not opposed to the Corporation’s best interests; and

(3)in the case of any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

(c)Except to the extent permitted in paragraph (e) below, a Director shall not be indemnified under Section l(b) for obligations resulting from a Proceeding:

(1)in which the person is found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person’s Official Capacity; or

(2)in which the person is found liable to the Company.

(d)The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, be determinative that the person did not meet the requisite standard of conduct set forth in Section l (b). A person shall be deemed to have been found liable in respect of any claim, issue or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

(e)A person may be indemnified under Section l(b) against judgments, penalties (including excise and similar taxes), fines settlements and reasonable Expenses actually incurred by the person in connection with the Proceeding; but if the person is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the person, indemnification (i) shall be limited to reasonable Expenses actually incurred by the person in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Company.

(f)No indemnification under Section l (b) shall be made by the Company unless authorized in the specific case after a determination has been made that the Director has met the standard of conduct set forth in Section l (b). Such determination shall be made:

(1)by the Board of Directors by a majority vote of a quorum consisting of Directors who at the time of the vote are not named defendants or respondents in the Proceeding;

(2)if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of the full Board of Directors (in which vote Directors who are named defendants or respondents may participate), which committee shall consist solely of two (2) or more Directors who at the time of the vote are not named defendants or respondents to the Proceeding; or

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(3)by special independent legal counsel, selected by the Board of Directors or a committee thereof by vote as set forth in clauses (1) or (2) of this paragraph (f), or, if the requisite quorum of the full Board of Directors cannot be obtained therefor and such a committee cannot be established, by a majority vote of the full Board of Directors (in which vote Directors who are named defendants or respondents may participate); or

(4)by the shareholders in a vote that excludes the shares held by Directors who are named defendants or respondents in the Proceeding.

(g)Authorization of indemnification and determination as to reasonableness of Expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special independent legal counsel, authorization of indemnification and determination as to reasonableness of Expenses shall be made in a manner specified in clause (3) in Section l(f) for the selection of such counsel.

(h)A Director who has been wholly successful, on the merits or otherwise, in the defense of any Proceeding in which he is a party because he is a Director shall be indemnified by the Company against reasonable Expenses incurred by him in connection with the Proceeding.

(i)If, in a suit for indemnification required by paragraph (h) above, a court of competent jurisdiction determines that the director is entitled to indemnification under that section, the court shall order indemnification and shall award to the director the Expenses incurred in securing the indemnification.

(j)If, upon application of a Director, a court of competent jurisdiction determines that a Director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he has met the standard of conduct set forth in Section l(b) or has been found liable in the circumstances described in Section l(c), the court may order such indemnification as the court determines is proper and equitable; but if the person is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the person, the indemnification shall be limited to reasonable Expenses actually incurred by the person in connection with the Proceeding.

(k)Reasonable Expenses incurred by a Director who was, is, or is threatened to be made a named defendant or respondent to a Proceeding may be paid or reimbursed by the Company in advance of the final disposition of such Proceeding and without the determination specified in Section l(f) or the authorization or determination specified in Section l(g) herein after:

(1)receipt by the Company of a written affirmation by the Director of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company as authorized in this Section 1, and a written undertaking by or on behalf of the Director to repay the amount paid or reimbursed if it shall ultimately be determined that he has not met such standard or if it is ultimately determined that indemnification of the director against

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Expenses incurred by him in connection with that Proceeding is prohibited by Section l(e) of this Article; and

(2)a determination that the facts then known to those making the determination would not preclude indemnification under this Section 1.

(l)The written undertaking required by Section 1(k) must be an unlimited general obligation of the Director but need not be secured. It may be accepted without reference to financial ability to make repayment. Determinations and authorizations of payments under paragraph (k) shall be made in the manner specified in paragraph (f).

(m)The indemnification provided by this Section 1 shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, Bylaw, agreement, insurance policy, vote of shareholders or disinterested Directors or otherwise, both as to action in their Official Capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person; provided, however, no provision for the Company to indemnify or to advance Expenses to a Director who was, is or is threatened to be made a named defendant or respondent to a Proceeding, whether contained in the Articles of Incorporation, these Bylaws, a resolution of shareholders or directors, an agreement or otherwise (except as contemplated by paragraph (r)), shall be valid unless consistent with this section or, to the extent that indemnity hereunder is limited by the Articles of Incorporation, consistent therewith.

(n)Nothing contained in this Section shall limit the Company’s power to pay or reimburse Expenses incurred by a Director in connection with his appearance as a witness in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.

(o)Unless limited by the Articles of Incorporation of the Company,

(1)an officer of the Company shall be indemnified as and to the same extent provided in paragraphs (h), (i) and (j) for a Director and shall be entitled to the same extent as a Director to seek indemnification pursuant to the provisions of those subsections; and

(2)the Company may indemnify and advance Expenses to an officer, employee or agent of the Company to the same extent that it may indemnify and advance Expenses to Directors pursuant to this Section 1.

(p)The Company may indemnify and advance Expenses to nominees and designees who are not or were not officers, employees, or agents of the Company who are or were serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise, or employee benefit plan to the same extent that it may indemnify and advance expenses to Directors under this Section 1.

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(q)The Company, in addition, may indemnify and advance Expenses to an officer, employee or agent or person who is identified by Section l(p) as a nominee or designee and who is not a Director to such further extent, consistent with law, as may be provided by the Articles of Incorporation of the Company, these Bylaws, general or specific action of the Board of Directors, or contract or as permitted or required by common law.

(r)The Company may purchase and maintain insurance or another arrangement on behalf of any person who is or was a Director, officer, employee or agent of the Company, or who is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise or employee benefit plan, against any liability asserted against him and incurred by him in any such capacity of arising out of his status as such a person, whether or not the Company would have the power to indemnify him against such liability under the provisions of the Texas Business Corporation Act or this Section 1.

(s)Any indemnification of, or advance of Expenses to a Director in accordance with this Section shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next shareholders’ meeting or with or before the next submission to shareholders of a consent to action without a meeting pursuant to Section A, Article 9.10 of the Texas Business Corporation Act, and in any case, within the 12-month period immediately following the date of the indemnification or advance.

(t)For purposes of this Section 1, the Company shall be deemed to have requested a Director to serve an employee benefit plan whenever the performance by him of his duties to the Company also imposed duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a Director with respect to an employee benefit plan pursuant to applicable law shall be deemed “fines”. Action taken or omitted by him with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.

Section 2.          Reliance Upon Books, Reports and Records. Neither a Director nor a member of any committee shall be liable if, in the exercise of ordinary care, he relied and acted in good faith upon written financial statements of the Company represented to him to be correct by the President or by the officer of the Company having charge of its books of account, or certified by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Company, nor shall he be so liable if, in the exercise of ordinary care and in good faith, in determining the amount available for payment of a dividend or other distribution, he considered the assets of the Company to be of their book value.

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VII.

MISCELLANEOUS PROVISIONS

Section 1.         Amendments. These Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted, by the affirmative vote of a majority of the Directors present at any meeting of the Board of Directors at which a quorum is present or by unanimous written consent of all the Directors, subject to repeal or change by action of the Shareholders.

Section 2.         Waiver. Whenever, under the provisions of any law, the Articles of Incorporation or amendments thereto, or these Bylaws, any notice is required to be given under the provisions of these Bylaws to any shareholder, Director, or committee member, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 3.         Offices. The principal office of the Company shall be designated by resolution of the Board of Directors. The Company may also have, in addition to its registered office in the State of Texas, offices at such other places as the Board of Directors may, from time to time, designate or as its business may require.

Section 4.         Resignations. Any Director or officer may resign at any time. Such resignations shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the Company. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

Section 5.         Seal. The seal of the Company shall be in such form as shall be adopted and approved from time to time by the Board of Directors. The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, imprinted or in any manner reproduced.

Section 6.         Action Without a Meeting. Any action required or permitted to be taken at a meeting of the shareholders or Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders or Directors, as the case may be, who are entitled to vote on the matter, and such consent shall have the same force and effect as a unanimous vote thereon. The signed consent shall be placed in the minute book.

Section 7.         Telephone Meetings. Shareholders and Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all participants in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 8.         Securities of Other Corporation. The President or any Vice President of the Company shall have power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer which may be held or owned

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by the Company and to make, execute, and deliver any waiver, proxy, or consent with respect to any such securities.

Section 9.         Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board of Directors.

Section 10.       Dividends. Dividends upon the outstanding shares of the Company, subject to the provisions of the statutes and of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting. Dividends may be declared and paid in cash, in property, or in shares of the Company, or in any combination thereof.

Section 11.       Reserves. There may be created from time to time by resolution of the Board of Directors, out of the earned surplus of the Company, such reserve or reserves as the Directors from time to time in their discretion think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Company, or for such other purpose as the Directors shall think beneficial to the Company, and the Directors may modify or abolish any such reserve in the manner in which it was created.

Section 12.       Signature of Negotiable Instruments. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officer, officers, agent or agents, and in such manner, as are permitted by these Bylaws and as from time to time may be prescribed by resolution (whether general or special) of the Board of Directors or the executive committee.

Section 13.       Surety Bonds. Such officers and agents of the Company (if any) as the Board of Directors may direct from time to time shall be bonded for the faithful performance of their duties and for the restoration to the Company, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Company, in such amounts and by such surety companies as the Board of Directors may determine. The premiums on such bonds shall be paid by the Company, and the bonds so furnished shall be in the custody of the Secretary.

Section 14.       Loans and Guaranties. The Company may lend money to, guaranty obligations of, and otherwise assist its Directors, officers and employees if the Board of Directors determines that such loans, guaranties, or assistance reasonably may be expected to benefit, directly or indirectly, the Company.

Section 15.       Relation to Articles of Incorporation. These Bylaws are subject to, and governed by, the Articles of Incorporation.

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CERTIFICATE OF ADOPTION OF BYLAWS

The undersigned hereby certifies that these Bylaws are the true and correct Bylaws of the Company duly adopted on June 26, 1997.

Dated and executed this 26th day of June, 1997.

By:	/s/ Robert Schilling
	Secretary

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EX-3.27

Exhibit 3.27

ARTICLES OF INCORPORATION

OF

LUBBOCK SURGICENTER, INC.

The undersigned, a natural person eighteen (18) years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

The name of the corporation is Lubbock SurgiCenter, Inc.

ARTICLE TWO

The period of the corporation’s duration is perpetual.

ARTICLE THREE

The purpose for which the corporation is organized is to engage in any lawful business for which corporation may be organized under the law of the State of Texas.

ARTICLE FOUR

The corporation shall have authority to issue One Thousand (1,000) shares of capital stock consisting of One Thousand (1,000) shares of Common Stock, $.01 par value per share.

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00), consisting of money, labor done or property actually received.

ARTICLE SIX

No shareholder shall be entitled as a matter of right to any preemptive or preferential right to subscribe for, purchase, or receive additional unissued or treasury shares of any class of the corporation, whether now or later authorized, or any notes, bonds, debentures, warrants, options or other securities convertible into or entitling the holder to purchase shares. Such additional shares, notes, bonds, debentures, warrants, options or other securities convertible into or entitling the holder to purchase shares may be issued or disposed of as the Board of Directors in its absolute discretion deems advisable.

ARTICLE SEVEN

At each election for directors of the corporation, each shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, only the number of shares owned by him for as many persons as there are directors to be elected, and no shareholder shall ever have the right or be permitted to cumulate his or her votes on any basis, any and all rights of cumulative voting being hereby expressly denied.

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ARTICLE EIGHT

The address of the initial registered office of the corporation is 5847 San Felipe, Suite 2375, Houston, Texas 77057-3011 and the name of its initial registered agent at such address it Robert L. Schwing.

ARTICLE NINE

The number of directors constituting fee initial Board of Directors is one (1), and the name and address of the person who is to serve as a director until the first annual meeting of the shareholders or until his successor is elected and qualified are:

NAME	ADDRESS
Robert L. Schwing	5847 San Felipe, Suite 2375
	Houston, Texas 77057-3011

The number of directors of the corporation set forth above shall constitute the authorized number of directors until changed by amendment to the bylaws of the corporation or by resolution of the Board of Directors.

ARTICLE TEN

A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for any act or omission in his or her capacity as a director, except to the extent otherwise expressly provided by a statute of the State of Texas. Any repeal or modification of this Article shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director of the corporation existing at the time of the repeal or modification.

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ARTICLE ELEVEN

Any action required by the Texas Business Corporation Act to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing setting forth the action so taken shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

ARTICLE TWELVE

The name and address of the incorporator is:

NAME	ADDRESS
Heather C. McLemore	600 Travis, Suite 4200
	Houston, Texas 77002

IN WITNESS WHEREOF, the undersigned incorporator has hereunto set her hand this 10th day of June, 1999.

/s/ Heather C. McLemore

Heather C. McLemore

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EX-3.28

Exhibit 3.28

LUBBOCK SURGlCENTER, INC.

BYLAWS

ARTICLE I

Offices

Section 1.1 Principal Office. The principal office of the Corporation shall be in the City of Houston, Texas.

Section 1.2 Registered Office. The registered office of the Corporation required by the Texas Business Corporation Act, as amended from time to time (the “TBCA”), to be maintained in the State of Texas, may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors of the Corporation (the “Board”).

Section 1.3 Other Offices. The Corporation may also have offices at such other places, both within and without the State of Texas, as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II

Meetings of Shareholders

Section 2.1 Place of Meetings. The Board may designate any place, either within or without the State of Texas, as the place of meeting for any annual or special meeting of the shareholders called by the Board. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Texas, as the place for the holding of such meeting. If no designation is made, meetings shall be held at the principal office of the Corporation.

Section 2.2 Annual Meeting. The annual meeting of shareholders commencing with the year 2000 shall be held at such time, on such day and at such place as may be designated by the Board, at which time the shareholders shall elect a Board and transact such other business as may properly be brought before the meeting.

Section 2.3 Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by law or by the Articles of Incorporation of the Corporation, as amended from time to time (the “Articles”), may be called by (a) the Chairman of the Board, if one shall be elected, (b) the President, (c) the Board or (d) the holders of at least ten percent (10%) of all of the shares entitled to vote at the meetings. Business transacted at all special meetings shall be confined to the purpose or purposes stated in the call.

Section 2.4 Notice of Meetings. (a) Written or printed notice of all meetings of shareholders stating the place, day and hour thereof, and in the case of a special meeting the purpose or purposes for which the meeting is called, shall be personally delivered or mailed, not less than ten (10) days nor more than sixty (60) days prior to the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed, the notice shall be deemed delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the share transfer records of the Corporation, with postage thereon prepaid. Delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, shall constitute delivery of such notice to such corporation, association or partnership.

(b) Any notice required to be given to any shareholder, under any provision of the TBCA or the Articles or Bylaws of the Corporation, need not be given to the shareholder if (i) notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any, or (ii) all (but in no event less than two) payments (if sent by first class mail) of distributions of interest on securities during a 12-month period have been mailed to that person, addressed at his address as shown on the share transfer records of the Corporation, and have been returned undeliverable. Any action or meeting

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taken or held without notice to such a person shall have the same force and effect as if the notice had been duly given and, if the action taken by the Corporation is reflected in any articles or document filed with the Secretary of State of the State of Texas, those articles or that document may state that notice was duly given to all persons to whom notice was required to be given. If such person delivers to the Corporation a written notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated.

Section 2.5 Voting Lists. The officer or agent having charge of the share transfer records of the Corporation shall make, at least ten (10) days before each meeting of the shareholders, a complete list of shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period often (10) days prior to such meeting, shall be kept on file at the registered office or principal place of business of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder for the duration of the meeting. The original share transfer records shall be prima facie evidence as to who are the shareholders entitled to examine such list or share transfer records or to vote at any meeting of shareholders. Failure to comply with this Section 2.5 with respect to any meeting of shareholders shall not affect the validity of any action taken at such meeting.

Section 2.6 Quorum. A quorum shall be present at a meeting of shareholders if the holders of a majority of the shares entitled to vote are represented at the meeting in person or by proxy, unless otherwise provided by the Articles. Unless otherwise provided in the Articles or these Bylaws, once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting. Unless otherwise

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provided in the Articles or these Bylaws, the shareholders represented in person or by proxy at a meeting of shareholders at which a quorum is not present may adjourn the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting.

Section 2.7 Organization, (a) The Chairman of the Board, if one shall be elected, shall preside at all meetings of the shareholders. In the absence of the Chairman of the Board or should one not be elected, the President or, in his absence, a Vice President shall preside. In the absence of all of these officers, any shareholder or the duly appointed proxy of any shareholder may call the meeting to order and a chairman shall be elected from among the shareholders present.

(b) The Secretary of the Corporation shall act as secretary at all meetings of the shareholders. In his absence an Assistant Secretary shall so act and in the absence of all of these officers the presiding officer may appoint any person to act as secretary of the meeting.

Section 2.8 Proxies, (a) At any meeting of the shareholders every shareholder entitled to vote at such meeting shall be entitled to vote in person or by proxy executed in writing by such shareholder or by his duly authorized attorney-in-fact. A telegram, telex, cablegram or similar transmission by the shareholder, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for purposes of this Section. Proxies shall be filed with the Secretary immediately after the meeting has been called to order.

(b) No proxy shall be valid after eleven (11) months from the date of its execution unless such proxy otherwise provides.

(c) Each proxy shall be revocable before it has been voted unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest, including the appointment as proxy of (i) a pledgee, (ii) a person who purchased or agreed to purchase, or owns or holds an option to purchase, the shares, (iii) a creditor of the Corporation who extended it credit under terms requiring the

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appointment, (iv) an employee of the Corporation whose employment contract requires the appointment or (v) a party to a voting agreement created under the TBCA. An irrevocable proxy, if noted conspicuously on the certificate representing the shares that are subject to the irrevocable proxy, shall be recognized as against the holder of the shares or any successor or transferee of the shares. A revocable proxy shall be deemed to have been revoked if the Secretary of the Corporation shall have received at or before the meeting instructions of revocation or a proxy bearing a later date, which instructions or proxy shall have been duly executed and dated in writing by the shareholder.

(d) In the event that any instrument in writing shall designate two (2) or more persons to act as proxies, a majority of such persons present at the meeting or, if only one shall be present, then that one, shall have and may exercise all of the powers conferred by such written instrument upon all the persons so designated unless the instrument shall otherwise provide.

Section 2.9 Voting of Shares. Except as otherwise provided by the TBCA, the Articles and subject to Section 7.5 of these Bylaws, each shareholder shall be entitled at each meeting of shareholders to one (1) vote on each matter submitted to a vote at such meeting for each share having voting rights registered in his name on the share transfer records of the Corporation. When a quorum is present at any meeting of shareholders (and notwithstanding the subsequent withdrawal of enough shareholders to leave less than a quorum present) and except as otherwise provided in the TBCA or the Articles, (a) with respect to any matter other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the TBCA, the act of shareholders shall be the affirmative vote of a majority of the shares entitled to vote on, and voted for or against, that matter at a meeting of shareholders at which a quorum is present and (b) with respect to any matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the TBCA, the act of the shareholders on that matter shall be the affirmative vote of the holders of a majority of the shares entitled

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to vote on that matter rather than the affirmative vote of a specified portion of shares as otherwise required by the TBCA.

Section 2.10 Voting of Shares by Certain Holders, (a) Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may authorize or, in the absence of such authorization, as the board of directors of such corporation may determine.

(b) Shares held by an administrator, executor, guardian or conservator may be voted by him so long as such shares forming a part of an estate are in the possession and form a part of the estate being served by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name as trustee.

(c) Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority to do so be contained in an appropriate order of the court by which such receiver was appointed.

(d) A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(e) Shares of the Corporation’s stock (i) owned by the Corporation itself, (ii) owned by another corporation, the majority of the voting stock of which is owned or controlled by the Corporation, or (iii) held by the Corporation in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

Section 2.11 Election of Directors. At each election for Directors, each shareholder entitled to vote at such election shall, unless otherwise provided by the Articles or by the TBCA, have the right to vote the number of shares owned by him for as many persons as there are to be elected and for whose election he has a right to vote. Unless otherwise provided by the Articles, no shareholder shall have the right or be

6

permitted to cumulate his votes on any basis.

Section 2.12 Telephone Meetings. Shareholders may participate in and hold a meeting of the shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 2.13 Action Without Meeting. (a) Any action required by the TBCA or the Articles to be taken at any annual or special meeting of the shareholders, or any action which may be taken at any annual or special meeting of the shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of all the shares entitled to vote with respect to the action that is the subject of the consent unless otherwise provided in the Articles.

(b) Every written consent shall bear the date of signature of each shareholder who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner required by this Section, a consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent are delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Corporation’s principal place of business shall be addressed to the President or principal executive officer of the Corporation.

(c) A telegram, telex, cablegram or similar transmission by a shareholder, or a photographic,

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photostatic, facsimile or similar reproduction of a writing signed by a shareholder, shall be regarded as signed by the shareholder for purposes of this Section.

(d) Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

ARTICLE III

Directors

Section 3.1 Number and Qualification. The Board shall be composed of not less than one (1) nor more than nine (9) members who shall be elected annually by the shareholders. Subject to any limitations specified by the TBCA or in the Articles, the number of Directors may be increased or decreased by resolution adopted by a majority of the Board. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Directors need not be residents of the State of Texas or shareholders of the Corporation.

Section 3.2 Election and Term of Office. The Directors shall be elected at the annual meeting of the shareholders (except as provided in Sections 3.3 and 3.4) by the holders of shares entitled to vote in the election of Directors. Unless otherwise provided in the Articles, each Director elected shall hold office until his successor shall have been elected and qualified, or until his death, resignation or removal in the manner hereinafter provided.

Section 3.3 Resignation. Any Director may resign at any time by giving written notice to the President or Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.4 Removal. At any special meeting of the shareholders called expressly for that purpose, any Director or Directors, including the entire Board, may be removed, either with or without cause, and another person or persons may be elected to serve for the remainder of his or their term by a vote of the

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holders of a majority of all shares outstanding and entitled to vote at an election of Directors. In case any vacancy so created shall not be filled by the shareholders at such meeting, such vacancy may be filled by the Directors as provided in Section 3.5.

Section 3.5 Vacancies. (a) Any vacancy occurring in the Board (except by reason of an increase in the number of Directors) may be filled in accordance with subsection (c) of this Section 3.5 or may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

(b) A directorship to be filled by reason of an increase in the number of Directors may be filled in accordance with subsection (c) of this Section 3.5 or may be filled by the Board for a term of office continuing only until the next election of one (1) or more Directors by the shareholders; provided, however, that subsequent to the first annual meeting of shareholders the Board may not fill more than two (2) such directorships during the period between any two (2) successive annual meetings of shareholders.

(c) Any vacancy occurring in the Board or any directorship to be filled by reason of an increase in the number of Directors may be filled by election at an annual or special meeting of shareholders called for that purpose.

Section 3.6 General Powers. The powers of the Corporation shall be exercised by or under the authority of, and the property, business and affairs of the Corporation shall be managed under the direction of, the Board. In addition to the powers and authorities expressly conferred upon them by these Bylaws, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Articles or by these Bylaws directed or required to be exercised or done by the shareholders.

Section 3.7 Compensation. Directors as such shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum for expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board, provided that nothing herein contained shall be construed to

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preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

Meetings of the Board

Section 4.1 Place of Meetings. The Directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Texas.

Section 4.2 Annual Meeting. The first meeting of each newly elected Board shall be held immediately following the adjournment of the annual meeting of the shareholders and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present, or they may meet at such time and place as shall be fixed by the consent in writing of all of the Directors.

Section 4.3 Regular Meetings. Regular meetings of the Board, in addition to the annual meetings referred to in Section 4.2, may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 4.4 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, if one shall be elected, or by the President, if a Chairman of the Board is not elected, on one (1) day’s notice (oral or written) to each Director. Special meetings shall be called by the President or the Secretary on like notice on the written request of the number of Directors constituting 33 1/3% or more of the total number of Directors. Neither the purpose of, nor the business to be transacted at, any special meeting of the Board need be specified in the notice or waiver of notice of such meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting

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for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

Section 4.5 Quorum and Action. At all meetings of the Board, the presence of a majority of the number of Directors fixed in accordance with Section 3.1 shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors at any meeting at which a quorum is present shall be the act of the Board unless the act of a greater number is required by law, the Articles or these Bylaws. If a quorum shall not be present at any meeting of Directors, the Directors present may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present.

Section 4.6 Presumption of Assent to Action. A Director who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 4.7 Telephone Meetings. Directors may participate in and hold a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 4.8 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board, or any committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board, or committee, as the case may be, and such

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consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE V

Committees of the Board

Section 5.1 Membership and Authorities. The Board, by resolution adopted by a majority of the full Board, may designate from among its members (a) one (1) or more committees, each of which shall have and may exercise all of the authority of the Board in the business and affairs of the Corporation, except in those cases where the authority of the Board is specifically denied to such committee or committees by the TBCA, the Articles or these Bylaws and (b) one (1) or more Directors as alternate members of any such committee, who may, subject to any limitations imposed by the Board, replace absent or disqualified members at any meeting of that committee. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed upon it or him by law. The members of each such committee shall serve at the pleasure of the Board.

Section 5.2 Minutes and Rules of Procedure. Each committee designated by the Board shall keep regular minutes of its proceedings and report the same to the Board when required. Subject to the provisions of these Bylaws, the members of any committee may fix such committee’s own rules of procedure.

Section 5.3 Vacancies. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve, any committee.

Section 5.4 Telephone Meetings. Members of any committee designated by the Board may participate in or hold a meeting by use of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

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Section 5.5 Action Without Meeting. Any action required or permitted to be taken at a meeting of any committee designated by the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the committee, and such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE VI

Officers

Section 6.1 Number. The officers of the Corporation shall be a President and a Secretary. The Board may also elect a Chairman of the Board, one (1) or more Vice Presidents, a Treasurer, one (1) or more Assistant Secretaries and one (1) or more Assistant Treasurers. One (1) person may hold any two (2) or more of these offices.

Section 6.2 Election. Term of Office and Qualification. The Board shall elect officers, none of whom need be a member of the Board, except for the Chairman of the Board, if one shall be elected, at its first meeting after each annual meeting of shareholders. Each officer so elected shall hold office until his successor shall have been duly elected and qualified or until his death, resignation or removal in the manner hereinafter provided.

Section 6.3 Subordinate Officers. The Board may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms, have such authority and perform such duties as the Board may from time to time determine. The Board may delegate to any committee or officer the power to appoint any such subordinate officer or agent. No subordinate officer appointed by any committee or superior officer as aforesaid shall be considered as an officer of the Corporation, the officers of the Corporation being limited to the officers elected or appointed as such by the Board as a whole.

Section 6.4 Resignation. Any officer may resign at any time by giving written notice thereof to the Board or to the President or Secretary of the Corporation. Any such resignation shall take effect at the

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time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.5 Removal. Any officer elected or appointed by the Board may be removed at any time with or without cause by the affirmative vote of a majority of the full Board. Any other officer may be removed at any time with or without cause by the Board or by any committee or superior officer in whom such power of removal may be conferred by the Board. The removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create any contract rights.

Section 6.6 Vacancies. A vacancy in any office shall be filled for the unexpired portion of the term by the Board, but in case of a vacancy occurring in an office filled by a committee or superior officer in accordance with the provisions of Section 6.3, such vacancy may be filled by such committee or superior officer.

Section 6.7 The Chairman of the Board. The Chairman of the Board, if one shall be elected, shall be the chief executive officer of the Corporation, shall preside at all meetings of the shareholders and Directors, shall be ex officio a member of all standing committees, shall have general and active management of the business of the Corporation, shall have the general supervision and direction of all other officers of the Corporation with full power to see that their duties are properly performed and shall see that all orders and resolutions of the Board are carried into effect. He may sign, with any other proper officer, certificates for shares of the Corporation and any deeds, bonds, mortgages, contracts and other documents which the Board has authorized to be executed, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board or these Bylaws to some other officer or agent of the Corporation. In addition, the Chairman of the Board shall perform whatever duties and shall exercise all powers that are given to him by the Board.

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Section 6.8 The President. If no Chairman of the Board shall be elected, the President shall be the chief executive officer of the Corporation and shall have the powers and duties of the Chairman of the Board as set forth in Section 6.7. In the absence of the Chairman of the Board, if one shall be elected, the President shall preside at all meetings of the shareholders and Directors. He may sign, with any other proper officer, certificates for shares of the Corporation and any deeds, bonds, mortgages, contracts and other documents which the Board has authorized to be executed, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board or these Bylaws to some other officer or agent of the Corporation. In addition, the President shall perform whatever duties and shall exercise all the powers that are given to him by the Board or by the Chairman of the Board, if one shall be elected.

Section 6.9 The Vice Presidents. The Vice Presidents shall perform the duties as are given to them by these Bylaws and as may from time to time be assigned to them by the Board, by the Chairman of the Board, if one shall be elected, or by the President and may sign, with any other proper officer, certificates for shares of the Corporation. At the request of the President or in his absence or disability, the Vice President designated by the President (or in the absence of such designation, the senior Vice President) shall perform the duties and exercise the powers of the President.

Section 6.10 The Secretary. The Secretary, when available, shall attend all meetings of the Board and all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board as required by law or these Bylaws, be custodian of the corporate records and have general charge of the share transfer records of the Corporation and shall perform such other duties as may be prescribed by the Board, by the Chairman of the Board, if one shall be elected, or by the President under whose supervision he shall be. He may sign, with any other proper officer, certificates for shares of the Corporation and shall keep in

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safe custody the seal of the Corporation, and, when authorized by the Board, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary.

Section 6.11 Assistant Secretaries. The Assistant Secretaries shall perform the duties as are given to them by these Bylaws or as may from time to time be assigned to them by the Board or by the Secretary. At the request of the Secretary, or in his absence or disability, the Assistant Secretary designated by the Secretary (or in the absence of such designation the senior Assistant Secretary), shall perform the duties and exercise the powers of the Secretary.

Section 6.12 The Treasurer. The Treasurer shall have the custody and be responsible for all corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books and records of account belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, if one shall be elected, the President and the Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. He may sign, with any other proper officer, certificates for shares of the Corporation.

Section 6.13 Assistant Treasurers. The Assistant Treasurers shall perform the duties as are given to them by these Bylaws or as may from time to time be assigned to them by the Board or by the Treasurer. At the request of the Treasurer, or in his absence or disability, the Assistant Treasurer designated by the Treasurer (or in the absence of such designation, the senior Assistant Treasurer), shall perform the duties and exercise the powers of the Treasurer.

Section 6.14 Treasurer’s Bond. If required by the Board, the Treasurer and any Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be

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satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books and records of account, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 6.15 Salaries. The salary or other compensation of officers shall be fixed from time to time by the Board. The Board may delegate to any committee or officer the power to fix from time to time the salary or other compensation of subordinate officers and agents appointed in accordance with the provisions of Section 6.3.

ARTICLE VII

Corporate Shares

Section 7.1 Share Certificates. (a) The certificates representing shares of the Corporation shall be in such form, not inconsistent with the provisions of the TBCA and the Articles, as shall be approved by the Board. The certificates shall be signed by the Chairman of the Board, if one shall be elected, the President or a Vice President and a Secretary or Assistant Secretary, or such other or additional officers as may be prescribed from time to time by the Board, and may be sealed with the corporate seal or a facsimile thereof. The signatures of such officer or officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, either of which is other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued with the same effect as if he were such officer at the date of its issuance.

(b)       If the Corporation is authorized to issue shares of more than one (1) class or more than one (1) series of any class, there shall be set forth on the face or back of the certificate or certificates, which the

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Corporation shall issue to represent shares of such class or series of stock, such legends or statements as may be required by applicable law or the Articles or as may be approved by the Board.

(c) In the event the Corporation has, by its Articles, limited or denied the preemptive right of shareholders of any class or series of stock, there shall be set forth on the face or back of the certificate or certificates, which the Corporation shall issue to represent shares of such class or series of stock, such legends or statements regarding such denial as shall be required by the TBCA or the Articles.

(d) All certificates for each class or series of stock shall be consecutively numbered and the name of the person owning the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the Corporation’s share transfer records.

(e) All certificates surrendered to the Corporation shall be cancelled, and, except as provided in Section 7.2 with respect to lost, destroyed or mutilated certificates, no new certificate shall be issued until the former certificate for the same number of shares has been surrendered and cancelled.

Section 7.2 Lost Certificates, etc. The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. In authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issue thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or indemnify the Corporation as the Board may prescribe.

Section 7.3 Transfer of Shares. Subject to any restrictions upon transfer, upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer and satisfaction of the Corporation that the requested transfer complies with the provisions of applicable state and federal laws and regulations and

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any agreements to which the Corporation is a party, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its share transfer records.

Section 7.4 Share Transfer Records; Ownership of Shares. (a) The Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the original issuance of shares issued by the Corporation and a record of each transfer of those shares that have been presented to the Corporation for registration of transfer. Such records shall contain the names and addresses of all past and current shareholders of the Corporation and the number and class of shares issued by the Corporation held by each of them. Any share transfer records may be in written form or in any other form capable of being converted into written form within a reasonable time. The principal place of business of the Corporation, or the office of its transfer agent or registrar, may be located outside the State of Texas.

(b) The Corporation shall be entitled to treat and recognize the person in whose name shares issued by the Corporation are registered in the share transfer records of the Corporation at any particular time (including, without limitation, as of a record date fixed pursuant to Section 7.5) as the owner of those shares at that time for the purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, giving proxies with respect to those shares or otherwise exercising rights, entering into agreements or taking action in respect of those shares and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Texas.

Section 7.5 Closing of Share Transfer Records and Record Dates. (a) For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of its own shares) or a share dividend, or in order to make a determination of shareholders for any other proper purpose (other than determining shareholders entitled to consent to

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action by shareholders proposed to be taken without a meeting of shareholders), the Board may provide that the share transfer records shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the share transfer records shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such records shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the share transfer records, the Board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken, and the determination of shareholders on such record date shall apply with respect to the particular action requiring the same notwithstanding any transfer of shares on the records of the Corporation after such record date. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of its own shares) or a share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board declaring such distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.

(b) Unless a record date shall have previously been fixed or determined pursuant to this Section, whenever action by shareholders is proposed to be taken by consent in writing without a meeting of shareholders, the Board may fix a record date for the purpose of determining shareholders entitled to consent to that action, which record date shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed

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by the Board and the prior action of the Board is not required by the TBCA, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by certified or registered mail return receipt requested. Delivery to the Corporation’s principal place of business shall be addressed to the President or the principal executive officer of the Corporation. If no record date shall have been fixed by the Board and prior action of the Board is required by the TBCA, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board adopts a resolution taking such prior action.

(c) Distributions made by the Corporation, including those that were payable but not paid to a holder of shares, or to his heirs, successors or assigns, and have been held in suspense by the Corporation or were paid and delivered by it unto an escrow account or to a trustee or custodian, shall be payable by the Corporation, escrow agent, trustee or custodian to the holder of the shares as of the record date determined for that distribution as provided in subsection (a) of this Section, or to his heirs, successors and assigns.

Section 7.6 Distributions. The Board may, from time to time, declare, and the Corporation may make, distributions on its outstanding shares in the manner and upon the terms and conditions provided by the Articles and by the TBCA.

Section 7.7 Restrictions on Transfer. Shares of the Corporation shall not be offered for sale, sold, assigned, transferred, pledged or otherwise disposed of by the holder thereof (1) unless such offer, sale, assignment, pledge or other disposition is in accordance with the Shareholder’s Agreement between the holder of the certificate, the Corporation and the other shareholders and (2) unless they have been duly registered under the applicable securities laws or the Corporation has received advice of counsel for the

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Corporation to the effect that the proposed disposition would not be in violation of said laws. A restrictive legend substantially as follows shall be placed conspicuously on the certificates for such shares, to wit:

[BACK OF CERTIFICATE]

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF (I) UNLESS SUCH SALE, TRANSFER OR OTHER DISPOSITION SHALL HAVE BEEN APPROVED BY THE BOARD OF DIRECTORS OF THE CORPORATION AND (H) UNLESS REGISTERED UNDER APPLICABLE SECURITIES LAWS OR UNTIL THE CORPORATION HAS RECEIVED ADVICE OF COUNSEL (WHICH MAY BE COUNSEL FOR THE CORPORATION) REASONABLY SATISFACTORY TO THE CORPORATION THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION.

ARTICLE SEVEN OF THE ARTICLES OF INCORPORATION, WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF STATE, PROVIDES THAT NO SHAREHOLDER OF THE CORPORATION SHALL HAVE THE RIGHT OF CUMULATIVE VOTING AT ANY ELECTION OF DIRECTORS.

ARTICLE SIX OF THE ARTICLES OF INCORPORATION PROVIDES OWNERSHIP OF SHARES OF ANY CLASS OF THE CAPITAL STOCK OF THE CORPORATION SHALL NOT ENTITLE THE HOLDERS THEREOF TO ANY PREEMPTIVE RIGHT TO SUBSCRIBE OR PURCHASE OR HAVE OFFERED TO THEM FOR SUBSCRIPTION OR PURCHASE ANY ADDITIONAL SHARES OF CAPITAL STOCK OF ANY CLASS OF THE CORPORATION OR ANY SECURITIES CONVERTIBLE INTO ANY CLASS OF CAPITAL STOCK OF THE CORPORATION.

THE CORPORATION WILL FURNISH A COPY OF THE ARTICLES OF INCORPORATION TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

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ARTICLE VIII

Indemnification

8.1 Definitions. In this Article:

(a) “Indemnitee” means (i) any present or former Director, advisory director or officer of the Corporation, (ii) any person who while serving in any of the capacities referred to in clause (i) hereof served at the Corporation’s request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) hereof.

(b) “Official Capacity” means (i) when used with respect to a Director, the office of Director of the Corporation, and (ii) when used with respect to a person other than a Director, the elective or appointive office of the Corporation held by such person or the employment or agency relationship undertaken by such person on behalf of the Corporation, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.

(c) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

Section 8.2 Indemnification. The Corporation shall indemnify every Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any Proceeding in which he was, is or is threatened to be named defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his serving or having served, or having been

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nominated or designated to serve, in any of the capacities referred to in Section 8.1, if it is determined in accordance with Section 8.4 that the Indemnitee (a) conducted himself in good faith, (b) reasonably believed, in the case of conduct in his Official Capacity, that his conduct was in the Corporation’s best interests and, in all other cases, that his conduct was at least not opposed to the Corporation’s best interests, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by the Indemnitee the indemnification (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to the Corporation. Except as provided in the immediately preceding proviso to the first sentence of this Section 8.2, no indemnification shall be made under this Section 8.2 in respect of any Proceeding in which such Indemnitee shall have been (x) found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee’s Official Capacity, or (y) found liable to the Corporation. The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a), (b) or (c) in the first sentence of this Section 8.2. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable expenses shall include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee. The indemnification provided herein shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven.

Section 8.3 Successful Defense. Without limitation of Section 8.2 and in addition to the indemnification provided for in Section 8.2, the Corporation shall indemnify every Indemnitee against

24

reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred to in Section 8.1, if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.

Section 8.4 Determinations. Any indemnification under Section 8.2 (unless ordered by a court of competent jurisdiction) shall be made by the Corporation only upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board by a majority vote of a quorum consisting of Directors who, at the time of such vote, are not named defendants or respondents in the Proceeding; (b) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board, duly designated to act in the matter by a majority vote of all Directors (in which designation Directors who are named defendants or respondents in the Proceeding may participate), such committee to consist solely of two (2) or more Directors who, at the time of the committee vote, are not named defendants or respondents in the Proceeding; (c) by special legal counsel selected by the Board or a committee thereof by vote as set forth in clauses (a) or (b) of this Section 8.4 or, if the requisite quorum of all of the Directors cannot be obtained therefor and such committee cannot be established, by a majority vote of all of the Directors (in which Directors who are named defendants or respondents in the Proceeding may participate); or (d) by the shareholders in a vote that excludes the shares held by Directors that are named defendants or respondents in the Proceeding. Determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (c) of the preceding sentence for the selection of special legal counsel. In the event a determination is made under this Section 8.4 that the Indemnitee has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated.

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Section 8.5 Advancement of Expenses. Reasonable expenses (including court costs and attorneys’ fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Corporation at reasonable intervals in advance of the final disposition of such Proceeding, and without making the determination specified in Section 8.4, after receipt by the Corporation of (a) a written affirmation by such Indemnitee of his good faith belief that he has met the standard of conduct necessary for indemnification by the Corporation under this Article and (b) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Corporation if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article. Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment. Notwithstanding any other provision of this Article, the Corporation may pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not named a defendant or respondent in the Proceeding.

Section 8.6 Employee Benefit Plans. For purposes of this Article, the Corporation shall be deemed to have requested an Indemnitee to serve an employee benefit plan whenever the performance by him of his duties to the Corporation also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines. Action taken or omitted by an Indemnitee with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation.

Section 8.7 Other Indemnification and Insurance. The indemnification provided by this Article shall (a) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Corporation’s Articles, any law, agreement or vote of shareholders or

26

disinterested Directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the Corporation on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, (b) continue as to a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters arising during the period he was in such capacity, and (c) inure to the benefit of the heirs, executors and administrators of such a person.

Section 8.8 Notice. Any indemnification of or advance of expenses to an Indemnitee in accordance with this Article shall be reported in writing to the shareholders of the Corporation with or before the notice or waiver of notice of the next shareholders’ meeting or with or before the next submission to shareholders of a consent to action without a meeting and, in any case, within the twelve-month period immediately following the date of the indemnification or advance.

Section 8.9 Construction. The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without limitation, Article 2.02-1 of the TBCA, and, in the event this Article or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.

Section 8.10 Continuing Offer, Reliance, etc. The provisions of this Article (a) are for the benefit of, and may be enforced by, each Indemnitee of the Corporation, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Corporation and such Indemnitee and (b) constitute a continuing offer to all present and future Indemnitees. The Corporation, by its adoption of these Bylaws, (x) acknowledges and agrees that each Indemnitee of the Corporation has relied upon and will continue to rely upon the provisions of this Article in becoming, and serving in any of the capacities referred to in Section 8.1 (a) of this Article, (y) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitees and (z) acknowledges and agrees that no present or future Indemnitee shall be prejudiced

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in his right to enforce the provisions of this Article in accordance with their terms by any act or failure to act on the part of the Corporation.

Section 8.11 Effect of Amendment. No amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitees to be indemnified by the Corporation, nor the obligation of the Corporation to indemnify any such Indemnitees, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

ARTICLE IX

General Provisions

Section 9.1 Waiver of Notice. (a) Whenever, under the provisions of applicable law or of the Articles or of these Bylaws, any notice is required to be given to any shareholder or Director, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

(b) Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

Section 9.2 Seal. If one be adopted, the corporate seal shall have inscribed thereon the name of the Corporation and shall be in such form as may be approved by the Board. Said seal may be used by causing it or a facsimile of it to be impressed or affixed or in any manner reproduced.

Section 9.3 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board.

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Section 9.4 Checks, Notes, etc. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate. The Board may authorize any officer or officers or such other person or persons to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 9.5 Examination of Books and Records. Any person who shall have been a shareholder for at least six (6) months immediately preceding his demand, or shall be the holder of at least five percent (5%) of all of the outstanding shares of the Corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent, accountant or attorney, at any reasonable time or times, for any proper purpose, its relevant books and records of account, minutes and share transfer records, and to make extracts therefrom. Subject to the preceding sentence, the Board shall determine from time to time whether, and if allowed, when and under what conditions and regulations the books and records of account, the minutes and share transfer records of the Corporation or any of them shall be open to inspection by the shareholders, and the shareholders rights in this respect are and shall be restricted and limited accordingly.

Section 9.6 Voting Upon Shares Held by the Corporation. Unless otherwise ordered by the Board, the Chairman of the Board, if one shall be elected, or the President, if a Chairman of the Board shall not be elected, acting on behalf of the Corporation, shall have full power and authority to attend and to act and to vote at any meeting of shareholders of any corporation in which the Corporation may hold shares and at any such meeting, shall possess and may exercise any and all of the rights and powers incident to the ownership of such shares which, as the owner thereof, the Corporation might have possessed and exercised, if present. The Board by resolution from time to time may confer like powers upon any other person or persons.

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ARTICLE X

Amendments

Section 10.1 Amendment by Board. The Board shall have the power to alter, amend or repeal these Bylaws or adopt new Bylaws, subject to amendment, repeal or adoption of new Bylaws by action of the shareholders and unless the shareholders in amending, repealing or adopting a new Bylaw expressly provide that the Board may not amend or repeal that Bylaw. The Board may exercise this power at any regular or special meeting at which a quorum is present by the affirmative vote of a majority of the Directors present at the meeting and without any notice of the action taken with respect to the Bylaws having been contained in the notice or waiver of notice of such meeting. Unless the Corporation’s Articles or a Bylaw adopted by the shareholders provide otherwise as to all or some portion of the Bylaws, the Corporation’s shareholders may amend, repeal or adopt new Bylaws even though the Bylaws may also be amended by the Board.

ARTICLE XI

Subject to Articles of Incorporation and All Laws

Section 11.1 Subject to All Laws. The provisions of these Bylaws shall be subject to the Articles of Incorporation and all valid and applicable laws, including, without limitation, the TBCA as now or hereafter amended, and in the event that any of the provisions of these Bylaws are found to be inconsistent with or contrary to the Articles of Incorporation or any such valid laws, the latter shall be deemed to control and these Bylaws shall be deemed modified accordingly, and, as so modified, to continue in full force and effect

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EX-3.29

Exhibit 3.29

CHARTER

OF

MEDISPHERE HEALTH PARTNERS-OKLAHOMA CITY, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act (the “Act”), adopts the: following charter for such corporation:

1. Name. The name of the corporation is MediSphere Health Partners-Oklahoma. City, Inc. (the “Corporation”).

2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 3100 West End Avenue, Suite 630, Nashville, Davidson County, Tennessee 37203. The Corporation’s registered agent at the registered office is William B. Hamburg.

3. Incorporator. The name and address of the sole incorporator of the Corporation is Jennifer A. Boyd, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219.

4. Principal Office. The address of the principal office of the Corporation is 3100 West End Avenue, Suite 630, Nashville, Davidson County, Tennessee 37203.

5. Corporation for Profit. The Corporation is for profit.

6. Authorized Shares. The Corporation shall have authority, acting by its board of directors, to issue not more than One Thousand (1,000) shares of common stock, each with a par value of one cent ($.01) (“Common Stock”). All shares of Common Stock shall be one and the same class and when issued shall have equal rights of participation in dividends and assets of the Corporation and shall be non-assessable. Each outstanding share of Common Stock shall he entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

7. Limitation on Directors’ Liability.

(a) A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act, as amended from time to time.

(b) If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

8. Indemnification.

(a) The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act.

(b) The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to paragraph 8(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are nonexclusive of other similar rights which may be granted by law, this Charter, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation.

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which means of indemnification and advancement of expenses are hereby specifically authorized.

(c) Any repeal or modification of the provisions of this paragraph 8, either directly or by the adoption of an inconsistent provision of this Charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph 8 which occur subsequent to the effective date of such amendment.

9. Express Powers of Board of Directors. In furtherance of and not in limitation of the powers conferred by statute, the Corporation is expressly authorized, acting upon the authority of the board of directors and without the approval of the shareholders, to:

(a) Issue shares of any class or series as a share dividend in respect of shares of the same class or series or any other class or series;

(b) Fix or change the number of directors, including an increase or decrease in the number of directors;

(c) Determine, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and

(d) Determine, in accordance with law, the method by which vacancies occurring on the board of directors are to be filled.

10. Removal of Directors for Cause. Directors may be removed for cause by a vote of n majority of the entire board of directors.

11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed

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merger, exchange, tender offer or significant disposition of assets on the Corporation’s employees customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located.

/s/ Jennifer A. Boyd

Jennifer A. Boyd

Incorporator

Dated: February 21, 2000

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EX-3.30

Exhibit 3.30

BYLAWS
OF
MEDISPHERE HEALTH PARTNERS-OKLAHOMA CITY, INC.

1.        Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

2.        Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.        Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in- fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

4.        Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than one nor more than five members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

5.        Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting, and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the

number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

6.        Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

7.        Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

8.        Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

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EX-3.31

Exhibit 3.31

ARTICLES OF AMENDMENT
TO THE CHARTER
OF
MEDISPHERE HEALTH PARTNERS INSURANCE PURCHASING GROUP, INC.

To the Secretary of State of the State of Tennessee:

Pursuant to the provisions of Section 48-20-103 of the Tennessee Business Corporation Act, the undersigned corporation submits these Articles of Amendment to its charter as follows:

1.             The name of the corporation is MediSphere Health Partners Insurance Purchasing Group, Inc. (the “Corporation”)

2.             Section 1 of the Charter is hereby amended and restated to read as follows:

“The name of the Corporation is MediSphere Health Partners Management of Tennessee, Inc.”

3.             This Amendment was duly adopted by the sole shareholder and the board of directors of the Corporation on October 30, 2003.

4.             This Amendment, which will constitute an amendment to the Charter, is to be effective when filed with the Secretary of State.

IN WITNESS WHEREOF the undersigned has executed these Articles of Amendment this 30^th day of October, 2003.

MEDISPHERE HEALTH PARTNERS INSURANCE PURCHASING GROUP, INC.

/s/ William J. Hamburg

William J. Hamburg
President

CONSENT ACTION TAKEN WITHOUT A MEETING
UPON UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
MEDISPHERE HEALTH PARTNERS INSURANCE PURCHASING GROUP, INC.

Effective as of October 30, 2003

The undersigned, constituting the sole member of the Board of Director of MEDISPHERE HEALTH PARTNERS INSURANCE PURCHASING GROUP, INC., a Tennessee corporation (the “Corporation”), hereby unanimously consents to taking action without a meeting, by written consent, and hereby adopts the following resolutions:

1.            Name Change

RESOLVED, that the Board of Directors of the Corporation hereby authorizes and approves, and recommends to the sole shareholder of the Corporation that the Corporation change its name to “MediSphere Health Partners Management of Tennessee Inc.” and an amendment to the Charter of the Corporation to effect such name change; and further

RESOLVED, that the officers of the Corporation are authorized to take all such action and to execute and deliver all such instruments and documents in the name and on behalf of the Company, in order to fully carry out the intent and to accomplish the purposes of this and the preceding resolution; and further

RESOLVED, that all actions previously taken by any officer or director of the Corporation in connection with the action contemplated by the foregoing resolutions are hereby adopted, ratified, confirmed and approved in all respects as the acts and deeds of the Company.

This Consent Action is effective as of the date first above written.

DIRECTOR:

/s/ William J. Hamburg

William J. Hamburg

CHARTER

OF

MEDISPHERE HEALTH PARTNERS INSURANCE PURCHASING GROUP, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act, adopts the following charter for such corporation:

1.The name of the corporation is MediSphere Health Partners Insurance Purchasing Group, Inc. (the “Corporation”).

2.The address of the registered office of the Corporation in Tennessee is 3100 West End Avenue, Suite 630, Nashville, Tennessee 37203.  The Corporation’s registered agent at the registered office is William J. Hamburg.

3.The name and address of each incorporator of the Corporation is:

Name	Address
D. Billye Sanders	Waller Lansden Dortch & Davis
	A Professional Limited Liability Company
	511 Union Street, Suite 2100
	Nashville, TN 37219-1760

4.The name and address of each initial director of the Corporation is:

Name	Address
William J. Hamburg	3100 West End Avenue, Suite 630
	Nashville, TN 37203
Kevin P. Lavender	3100 West End Avenue, Suite 630
	Nashville, TN 37203

5.The address of the principal office of the Corporation is 3100 West End Avenue, Suite 630, Nashville, Tennessee 37203.

6.The Corporation is for profit.

7.The maximum number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock no par value.

8.A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, and (iii) under Section 48-18-304 of the Tennessee Business Corporation Act.  If the Tennessee Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended.  Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

9.The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”).  The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her.  To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement.  The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, nor shall it be deemed exclusive of

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any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.  Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; (2) in the event the board of directors determines that indemnification is not available under the circumstances because the officer or director has not met the standard of conduct set forth in Section 48-18-502 of the Tennessee Business Corporation Act; or (3) if a judgment or other final adjudication adverse to the indemnitee establishes his liability (i) for any breach of the duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) under Section 48-18-304 of the Tennessee Business Corporation Act.

/s/ D. Billye Sanders

D. Billye Sanders

Incorporator

Dated:  March 13, 1997

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EX-3.32

Exhibit 3.32

BYLAWS

OF

MEDISPHERE HEALTH PARTNERS INSURANCE PURCHASING GROUP, INC.

1.        The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the Board of Directors.

2.        Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the Board of Directors, the Chairman of the Board of Directors, if any, the President, or the holders of ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.        The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact.

4.        The business of the Corporation shall be managed by a Board of Directors consisting of not less than one (1) nor more than seven (7) members, such number of directors within such range to be fixed by action of the Board of Directors. The range of size for the Board may be increased or decreased by the shareholders. Vacancies in the Board of Directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

5.        Regular meetings of the Board of Directors, if any, may be held without notice of the date, time, place or purpose of the meeting. Special meetings of the Board of Directors may be held at any place within or outside the State of Tennessee upon call of the Chairman of the Board of Directors, the President or any two (2) directors, which call shall set forth the date, time

and place of meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. One-third of the number of directors of the Corporation then in office, but not less than two, shall constitute a quorum.

6.         The Board of Directors shall elect a President and Secretary, and such other officers as it may deem appropriate. The President, Secretary, and any other officer so appointed by the Board of Directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both President and Secretary. Officers shall have the authority and responsibilities given them by the Board of Directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the Board of Directors.

7.         By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken; or (ii) the number of directors required by the Charter or Bylaws to take action, the directors may designate from among their number one or more directors to constitute an Executive Committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the Board of Directors.

8.         The Bylaws of the Corporation may be amended or repealed, and additional Bylaws may be adopted, by action of the Board of Directors or of the shareholders, but any Bylaws adopted by the Board of Directors may be amended or repealed by the shareholders.

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EX-3.33

Exhibit 3.33

CERTIFICATE OF FORMATION
OF
NEOSPINE SURGERY OF BRISTOL, LLC

The undersigned authorized person, desiring to form a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, does hereby certify as follows:

I.

The name of the limited liability company is NeoSpine Surgery of Bristol, LLC (the “LLC”).

II.

The address of the registered office of the LLC in the State of Delaware is 9 East Loockerman Street, Suite 1B, Dover, Delaware 19901, County of Kent. The name of the LLC’s registered agent for service of process in the State of Delaware at such address is National Registered Agents, Inc.

III.

The Certificate of Formation shall be effective upon filing of the Certificate in the Office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NeoSpine Surgery of Bristol, LLC on the 5th day of February, 2004.

/s/ Tracy A. Powell

Tracy A. Powell, Authorized Person

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

Pursuant to Section 18-202 of the Delaware Limited Liability Company Act, the undersigned, in order to change its registered office and registered agent, hereby certifies that:

1.The name of the limited liability company is:

NEOSPINE SURGERY OF BRISTOL, LLC

2.The Certificate of Formation of the limited liability company is hereby amended to change the registered agent and location of the registered office of the limited liability company to the following:

New Name of Registered Agent:

CAPITOL SERVICES, INC.

New Address of Registered Office:

615 SOUTH DUPONT HWY
DOVER, DE 19901
KENT COUNTY

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Amendment to the Certificate of Formation this 9^th day of September 2005.

NEOSPINE SURGERY OF BRISTOL, LLC

Name of Limited Liability Company

/s/ David L. Cheek

Signature

David Cheek

Printed Name

Secretary/Treasurer

Title

EX-3.34

Exhibit 3.34

FIRST AMENDMENT TO THE OPERATING AGREEMENT OF
NEOSPINE SURGERY OF BRISTOL, LLC

This FIRST AMENDMENT (the “Amendment”), effected September 23, 2005, is made to the Operating Agreement of NeoSpine Surgery of Bristol, LLC, a Delaware limited liability company (the “Company”), dated as of January 25, 2005, by and among NeoSpine Surgery, LLC, a Delaware limited liability company (“NeoSpine”), the Company, and the other Members of the Company. Capitalized terms not defined herein shall be deemed to have the meanings ascribed thereto in the Operating Agreement.

In consideration of the mutual promises, covenants and undertakings contained herein and in the Operating Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members of the Company agree as follows:

1.        Amendment of Definition of “Competing Business” in Article I. In accordance with Section 10.4 of the Operating Agreement, the definition of “Competing Business” in Article I of the Operating Agreement is hereby amended with additions indicated by bold and underlined text as follows:

“Competing Business” means any health care business (other than an Excepted Competing Business) within a 25-mile radius of the Center which provides a facility in which surgical procedures are performed and shall include, without limitation, a specialty hospital or ambulatory surgery center; provided that the medical practice of any Physician Investor or Owner will not be a Competing Business solely as a result of the performance of surgical procedures as long as substantially all of such Physician Investor’s or Owner’s professional services are rendered through such practice and such practice only performs surgeries which do not require a separate license, the presence of an anesthesiologist, involve conscious sedation or generate a separate facility fee; and provided, further, that the term Competing Business shall not include the following (i) ownership by a Member of less than 5%, in the aggregate, of the equity securities of any class of any issuer whose shares are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotations Systems, or any similar system of automated dissemination of quotations of securities prices in common use, so long as such Member is not a member of any “control group” (within the meaning of the rules and regulations of the Securities and Exchange Commission) of any such issuer or (ii) a Physician Investor or Owner performing surgeries or other medical procedures at any hospital, ambulatory surgery center or other outpatient facility or medical office within a 25-mile radius of the Center at any time. For purposes of this Agreement, an “Excepted Competing Business” means any health care business located in Kingsport, Tennessee in which Greg Corradino, M.D. owns an interest, manages, or otherwise finances.

2.        Recertification and Reaffirmation. The Operating Agreement shall remain and continue in full force and effect, and the Operating Agreement is hereby readopted, ratified and reconfirmed by the Members of the Company.

Remainder of page intentionally left blank.

IN WITNESS THEREOF, the representatives of the Company and the undersigned Members have executed this Agreement effective as of the Effective Date.

COMPANY:
NEOSPINE SURGERY OF BRISTOL, LLC
By:	/s/ Rock Morphis
Name:
Its:
MEMBERS:
NEOSPINE SURGERY, LLC
By:	/s/ Rock Morphis
Name:
Its:
Signature of Physician Investor
Signature of Physician Investor
Signature of Physician Investor
Signature of Physician Investor

THE MEMBERSHIP INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE TENNESSEE SECURITIES ACT AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTS. EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED IN THIS AGREEMENT, THE INTERESTS MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER SUCH ACTS OR AN OPINION OF COUNSEL THAT SUCH TRANSFER MAY BE LEGALLY EFFECTED WITHOUT SUCH REGISTRATION. ADDITIONAL RESTRICTIONS ON TRANSFER AND SALE ARE SET FORTH IN THIS AGREEMENT.

OPERATING AGREEMENT
OF
NEOSPINE SURGERY OF BRISTOL, LLC

THIS OPERATING AGREEMENT (the “Agreement”) of NEOSPINE SURGERY OF BRISTOL, LLC, a Delaware limited liability company (the “Company”), effective as of January 25, 2005 (the “Effective Date”), is entered into by and among NeoSpine Surgery, LLC, a Delaware limited liability company (“NeoSpine”), the Company, and those other persons or entities from time to time admitted as members from time to time who shall execute this Agreement.

WHEREAS, the parties desire to form the Company as a limited liability company under the Act;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I
DEFINITIONS

As used in this Agreement, the following terms have the following meanings:

“Act” means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.

“Adjusted Capital Contribution” means the Capital Contribution of a Member reduced, but not below zero, by cash distributions to such Member and tax losses allocated to such Member. A substitute Member shall succeed to the Adjusted Capital Contribution of his predecessor.

“Affiliate” means, with respect to any Person, any other Person controlling, controlled by, or under common control with such first Person.

“Agreement” has the meaning set forth in the introductory paragraph hereof.

“Applicable Portion” means the product of (x) the Membership Interest (expressed as a percentage) held by a Member that is an entity multiplied by (y) the percentage ownership in such entity held immediately prior to a Triggering Event with respect to the Owner of such entity who is responsible for the occurrence of the Triggering Event (the “Responsible Owner”).

“Capital Account” has the meaning set forth in Section 3.7.

“Capital Contribution” means the amount of cash and the Fair Market Value of any other property (net of liabilities secured by such property, which the Company is considered to assume) or services contributed by a Member to the capital of the Company.

“Cash Available for Distribution” means all cash funds of the Company on hand or in bank accounts beneficially owned by the Company, other than proceeds received from the sale of Membership Interests after the date hereof, less the sum of the following to the extent paid or set aside, in such amounts and for such time periods as the Board of Directors deems appropriate: (a) sixty (60) days of all regularly scheduled principal and interest payments on indebtedness of the Company and all other sums paid the Company’s lenders; (b) all accounts payable of the Company and amounts of principal and interest payments then due and owing; and (c) a cash reserve equal to sixty (60) days of the Company’s operating expenses plus sixty (60) days of the Company’s debt service payments, or such other reserve amount as is reasonably determined by the Board of Directors.

“Center” means the ambulatory surgery center to be developed, owned, and operated by the Company.

“Certificate” has the meaning set forth in Section 2.1.

“Code” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

“Company” has the meaning set forth in the introductory paragraph hereof.

“Competing Business” means any health care business within a 25-mile radius of the Center which provides a facility in which surgical procedures are performed and shall include, without limitation, a specialty hospital or ambulatory surgery center; provided that the medical practice of any Physician Investor or Owner will not be a Competing Business solely as a result of the performance of surgical procedures as long as substantially all of such Physician Investor’s or Owner’s professional services are rendered through such practice and such practice only performs surgeries which do not require a separate license, the presence of an anesthesiologist, involve conscious sedation or generate a separate facility fee; and provided, further, that the term Competing Business shall not include the following (i) ownership by a Member of less than 5%, in the aggregate, of the equity securities of any class of any issuer whose shares are listed or admitted for trading on any United States national securities exchange or are quoted on the National Association of Securities Dealers Automated Quotations Systems, or any similar system of automated dissemination of quotations of securities prices in common use, so long as such Member is not a member of any “control group” (within the meaning of the rules and regulations of the Securities and Exchange Commission) of any such issuer or (ii) a Physician Investor or Owner performing surgeries or other medical procedures at any hospital, ambulatory surgery center or other outpatient facility or medical office within a 25-mile radius of the Center at any time.

“Covered Person” has the meaning set forth in Section 5.5(a).

“Disabled” shall mean the occurrence of an event that renders a natural person disabled or incompetent, and is deemed to occur on the date that a Member is declared legally incompetent under the laws of the State of Tennessee, or on the date that the LLC receives a written opinion from a physician designated by the Company (and approved by the holders of a majority of the Membership Interests held by Physician Investors and Physician Entities, other than the person who is determined to be disabled or the Physician Entity an Owner of which is determined to be disabled) to the effect that such person has incurred a mental or physical condition that can reasonably be expected to prevent such person from

2

meeting the Professional Member Standards for a period of six (6) months or longer from the date of such opinion. Each Member hereby covenants and agrees to cooperate with (and to cause any of its Owners to cooperate with) any physician so designated by the Company to determine whether such person is disabled, provided that any physician so designated shall consult in good faith with any physician designated by (or on behalf of) such person.

“EBITDA” means, with respect to any fiscal period, the sum of the Company’s consolidated (i) net income before interest expense and taxes for such period (excluding extraordinary gains and losses and, to the extent not extraordinary, gains from the sale or other disposition of capital assets), plus (ii) depreciation and amortization expense for such period, all as determined in accordance with GAAP.

“Effective Date” has the meaning set forth in the introductory paragraph hereof.

“Exercise Notice” has the meaning set forth in Section 8.1.

“Fair Market Value” means the fair market value as determined by the Board of Directors or by a third party appraiser approved by the Board of Directors.

“GAAP” means generally accepted accounting principles for financial reporting in the United States.

“Member” means any Person executing this Agreement as of the Effective Date as a member of the Company or thereafter admitted to the Company as a member as provided in this Agreement, but does not include any Person who has sold or transferred all of its Membership Interest pursuant to the terms herein.

“Membership Interest” means the limited liability company interest of any Member in the Company at any particular time (denominated, for each Member, as a percentage of the total Membership Interests held by the Members as of the date of determination), which entitles such Member to share in the profits, losses and distributions of the Company, and to exercise voting rights as a Member, in each case, in accordance with the terms herein.

“NeoSpine” has the meaning set forth in the first paragraph of this Agreement.

“NeoSpine Director” has the meaning set forth in Section 5.1(b).

“Penalty Purchase Price” means an amount equal to ten percent (10%) of the value of the Adjusted Capital Contribution of the Membership Interest subject to repurchase.

“Permitted Transfer” has the meaning set forth in Section 7.1.

“Person” means any individual, corporation, limited liability company, general partnership, limited partnership, venture, trust, business trust, unincorporated association, estate or other entity.

“Owner” shall mean any shareholder, partner or member of, or any other holder of an interest in, an entity.

“Owner Agreement” has the meaning set forth in Section 10.13.

“Physician Entity” shall mean any entity that is wholly-owned by Physician Investors.

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“Physician Investors” means any licensed physicians who are or become Members of the Company meeting the Professional Member Standards.

“Physician Director” has the meaning set forth in Section 5.1(b).

“Professional Member Standards” means those standards established by the Board of Directors and the Medical Advisory Committee. The Professional Member Standards shall require that each Professional Member, at a minimum (i) maintain a license to practice in the State of Tennessee; (ii) maintain an active practice of medicine in the “Tri-Cities” area of Tennessee; (iii) remain eligible for participation in the Medicare program and any Tennessee-operated health program, (iv) maintain active membership on the medical staff of the Center in compliance with all requirements thereof as may be established by the governing body of the Center, (v) perform one-third of the outpatient procedures he performs be performed at the Center and (vi) certify to the Company upon the Company’s request and in the form reasonably required by the Company that he meets each of the foregoing requirements. These standards may be amended from time to time with the approval of the Board of Directors and the Medical Advisory Committee. Each Member acknowledges that these Professional Member Standards shall be binding upon the activities of the Company and the Members, subject to amendment from time to time, to assure effective operations of the Company and the Center and to comply with applicable laws, rules and regulations and appropriate standards of care. Such Professional Member Standards may be reviewed and revised in light of certain federal and state health care laws and regulations to require that each Physician Investor and Owner satisfy or attempt to satisfy such standards, if determined by the Board of Directors to be appropriate and in the best interests of the Company and the Center.

“Profit” and “Loss” mean, for any period, the sum of the net amount of all items of income, gain, loss and deduction, all as determined in accordance with the method of accounting utilized by the Company for federal income tax purposes, realized by the Company for such period.

“Purchase Price” has the meaning set forth in Section 8.3.

“Secretary of State” means the Secretary of State of the State of Delaware.

“Securities Act” means the Securities Act of 1933, as amended.

“Termination Event” means:

(a)          with respect to any Member that is a natural person, if such Member:

(i)        becomes Disabled,

(ii)       dies,

(iii)      retires from the practice of medicine,

(iv)      is involved in a divorce proceeding or matrimonial dissolution that becomes final and in which an involuntary transfer of part or all of his Membership Interest in the Company is ordered,

(v)       breaches the provisions of Section 10.12 hereof, or

(vi)      otherwise fails to meet the Professional Member Standards; and

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(b)          with respect to any Member that is an entity (other than NeoSpine), if such Member:

(i)        has any Owner who becomes Disabled, dies, retires from the practice of medicine, or is involved in a divorce proceeding or matrimonial dissolution that becomes final and in which an involuntary transfer of part or all of his Membership Interest in the Company is ordered;

(ii)       on the date such entity becomes a Member, has any Owner who has not executed an Owner Agreement or, thereafter, admits any Owner who does not execute an Owner Agreement and deliver it to the Company within thirty (30) days following his becoming an Owner;

(iii)      breaches the provisions of Section 10.12 hereof; or

(iv)      has any Owner who otherwise fails to maintain the Professional Member Standards.

“Transfer” means any sale, assignment, transfer, exchange, pledge, or the grant of a security interest or other encumbrance.

“Triggering Event” has the meaning set forth in Section 8.1.

ARTICLE II
ORGANIZATION

Section 2.1       Organization. On February 6, 2004, the Company was formed as a Delaware limited liability company by the filing of the Certificate of Formation (the “Certificate”) in the office of the Secretary of State. By executing this Agreement, the Members hereby adopt and ratify the Certificate, and discharge the authorized person set forth therein from any further obligations, duties or liabilities to the Company as an authorized person. If there is any conflict between the terms of this Agreement and the Certificate, the Certificate will control.

Section 2.2       Name. The name of the Company is NeoSpine Surgery of Bristol, LLC. Company business must be conducted in such name or such other names that comply with applicable law as the Board of Directors may select from time to time.

Section 2.3       Registered Office; Registered Agent. The registered office of the Company in the State of Delaware will be the initial registered office designated in the Certificate or such other office (which need not be a place of business of the Company) as the Board of Directors may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware will be the initial registered agent designated in the Certificate, or such other Person or Persons as the Board of Directors may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Board of Directors may designate from time to time, which need not be in the State of Delaware. The Company may have such other offices as the Board of Directors determines appropriate.

Section 2.4       Purpose; Powers. The purposes of the Company are to engage in any lawful business or activity permitted under the Act. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Delaware.

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Section 2.5Term. The Company commenced on the date the Certificate was filed with the Secretary of State and will continue in existence until terminated pursuant to this Agreement.

Section 2.6Liability to Third Parties. No Member will have any personal liability for any obligations or liabilities of the Company solely on account of such Person being a Member, whether such liabilities arise in contract, tort or otherwise, except to the extent that any such liabilities or obligations are expressly assumed in writing by such Member.

ARTICLE III
MEMBERS

Section 3.1Members. The names, addresses, Capital Contributions and the Membership Interests of the Members are set forth on Exhibit A attached hereto and incorporated herein. The President is hereby authorized to complete or amend Exhibit A to accurately reflect, without limitation, the admission of additional Members, the withdrawal of any Member, the change of address of any Member, the Capital Contributions of any Member, the Membership Interest of any Member, and any other information set forth on Exhibit A. Unless otherwise determined by the Board of Directors, the Membership Interests will not be evidenced by any certificates.

Section 3.2Admission of Additional Members.

(a)Upon the approval of the Board of Directors, and subject to Section 5.3, additional Persons may be admitted to the Company as Members and Membership Interests may be issued to such Persons as determined by the Board of Directors on such terms and conditions as the Board of Directors may determine at the time of admission. As a condition to being admitted as a Member of the Company, any Person must agree to be bound by the terms of this Agreement by executing and delivering a counterpart signature page to this Agreement.

(b)On the Effective Date, Physician Investors and Physician Entities own, collectively, 50% of all outstanding Membership Interests. Additionally, Section 8.2 permits certain Members to acquire the Membership Interests of other Members under certain circumstances. Upon the approval of (i) the Board of Directors and (ii) pursuant to Section 5.3, Members holding at least eighty percent (80%) of the outstanding Membership Interests, the Company may admit, on such terms and conditions as the Board of Directors may determine at the time of admission, up to an additional number of Physician Investors and/or Physician Entities such that the aggregate number of Physician Investors and/or Physician Entities is five (5). Each Physician Investor and Physician Entity expressly acknowledges and agrees that, until there shall be five (5) Members who are Physician Investors and/or Physician Entities, upon the approvals referenced in clauses (i) and (ii) above, each Physician Investor and Physician Entity shall have redeemed from it that portion of the Membership Interest then held by such Physician Investor and Physician Entity as would cause each Physician Investor and Physician Entity (including the Physician Investor or Physician Entity to be admitted) to own a Membership Interest equal to 50% divided by the number of Physician Investors and/or Physician Entities who are Members of the Company (including the Physician Investor or Physician Entity to be admitted). In the event that NeoSpine acquires a Membership Interest pursuant to Section 8.2, then prior to the redemptions described in the foregoing sentence, NeoSpine shall permit the redemption from it of any Membership Interest so acquired in accordance with Section 8.2. The price at which any redemption pursuant to this Section 3.2 shall occur shall equal the capital contribution to the Company that is made by the newly-admitted Physician Investor or Physician Entity for a Membership Interest equal to (as a percentage of all Membership Interests

6

outstanding) the Membership Interest redeemed from the Physician Investor or Physician Entity, such capital contribution to be at the Fair Market Value of the interest acquired.

Section 3.3       Additional Capital Contributions. No Member will be permitted to make additional Capital Contributions to the Company without the approval of the Board of Directors, nor will any Member be required to make additional Capital Contributions to the Company without the written consent of such Member.

Section 3.4       Capital Contributions by New Members. New Members will make any Capital Contribution required by the Board of Directors pursuant to Section 3.2 above.

Section 3.5       Return of Contributions. A Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions. An unrepaid Capital Contribution is not a liability of the Company or of the other Members.

Section 3.6       Withdrawal of Capital. No Member has the right to withdraw any part of its Capital Contribution from the Company or receive the return of any part of its interest in the Company prior to its liquidation and termination pursuant to Article IX hereof, unless such withdrawal is provided for in this Agreement or subsequently agreed to by each of the Members.

Section 3.7       Capital Accounts. Separate capital accounts (a “Capital Account”) will be maintained for each Member in accordance with the Treasury Regulations promulgated under Section 704(b) of the Code and will consist of the sum of the contributions of each Member to the capital of the Company, plus its share of the profits of the Company, less its share of any losses of the Company, and less any distributions to or withdrawals made by or attributed to such Member from the Company. No Member shall be liable to the Company or to any other Member to restore any deficit balance in its Capital Account or to reimburse any other Member of any portion of such other Member’s investment in the Company. In the event a Member transfers some or all of its Membership Interest in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Membership Interest in accordance with the provisions of Treasury Regulations section 1.704-l(b)(2)(iv)(l).

ARTICLE IV
ALLOCATIONS AND DISTRIBUTIONS

Section 4.1       Allocations of Profits and Losses.

(a)        Allocations in General. After giving effect to the regulatory allocations set forth in Section 4.1(b), Profits, Losses and other tax attributes of the Company will be determined and allocated among the Members in accordance with their respective Membership Interests in the Company, as from time to time adjusted.

(b)       Regulatory Allocations. Notwithstanding any other provision of this Section 4.1, the following regulatory allocations will be made for each fiscal year (or portion thereof):

(i)        If there is a net decrease in Partnership Minimum Gain or Partner Minimum Gain during any Fiscal Year, the Members will be allocated items of income and gain for such year (and, if necessary, for subsequent years) in accordance with Treasury Regulations section 1.704-2(f) or section 1.704-2(i)(4), as applicable.

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(ii)           Any Partner Nonrecourse Deductions for any Fiscal Year will be specially allocated to the Member(s) who bears the economic risk of loss with respect to the Partner Nonrecourse Debt (as hereafter defined) to which such Partner Nonrecourse Deductions are attributable, in accordance with Treasury Regulations section 1.704-2(i).

(iii)          Items of income and gain will be allocated to the Members in accordance with the “qualified income offset” requirements of Treasury Regulations section 1.704-l(b)(2)(ii)(d).

(iv)          To the extent any allocation of losses would cause or increase a deficit balance in the Capital Account as to any Member, such allocation of losses will be reallocated among the other Members in proportion to their respective Membership Interests, but in a manner that will not produce or increase a deficit balance in the Capital Account of any other Member.

(v)           The allocations set forth in Sections 4.1(b)(i) through (iv) above and Section 4.1(c) below (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Treasury Regulations sections 1.704-l(b) and 1.704-2. Notwithstanding the provisions of Section 4.1, the Regulatory Allocations will be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Member will be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred.

(vi)          As used in this Section 4.1(b), the capitalized terms below will have the following meanings:

(A)      “Partner Minimum Gain” means gain attributable to Partner Nonrecourse Debt determined in accordance with Treasury Regulations section 1.704-2(i).

(B)      “Partner Nonrecourse Debt” has the meaning set forth in Treasury Regulations section 1.704-2(b)(4).

(C)      “Partner Nonrecourse Deduction” has the meaning set forth in Treasury Regulations section 1.704-2(i)(2).

(D)      “Partnership Minimum Gain” has the meaning set forth in Treasury Regulations section 1.704-2(b)(2) and 1.704-2(d)(1).

(c)          Tax Allocations.

(i)         Allocations pursuant to this Section 4.1(c) are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, distributions or other Company items pursuant to any provision of this Agreement except as provided in Section 4.2(b).

(ii)        The income, gains, losses, deductions and credits of the Company shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocations of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts, except that if any such allocation is not permitted by the Code or other applicable law, the allocation of income, gain, losses, deductions and credits shall be made in accordance with the Code

8

or other applicable law and the Company’s subsequent income, gains, losses, deductions and credit shall be allocated among the Members so as to reflect as nearly as possible the allocations set forth herein in computing their Capital Accounts.

(iii)     Items of the Company’s taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Section 704(c) of the Code so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Fair Market Value. The Company shall account for such variation under any method approved under Section 704(c) of the Code and the applicable Treasury Regulations as chosen by the Board of Directors. In the event an election in made under Section 754 to adjust the value of any Company asset, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset for federal income tax purposes and its value in the same manner as under Section 704(c) of the Code and the applicable Treasury Regulations, consistent with the requirements of Treasury Regulations section 1.704-l(b)(2)(iv)(g), using any method approved under Section 704(c) of the Code and the applicable Treasury Regulations, as chosen by the Board of Directors.

(iv)     Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Members according to their interests in such items as determined by the Board of Directors taking into account the principles of Treasury Regulations section 1.704-l(b)(4)(ii).

Section 4.2       Distributions.

(a)       Except as otherwise provided in this Agreement, the Company shall distribute monthly its Cash Available for Distribution to the Members, pro rata in accordance with their respective Membership Interests, unless the distribution of a smaller amount is required under the Act.

(b)       Any distributions pursuant to this Section 4.2 made in error or in violation of Section 18-607(a) of the Act, will, upon demand by the Board of Directors, be returned to the Company.

(c)       Notwithstanding anything to the contrary in this Section 4.2, (i) any distribution of property other than cash may be made subject to existing liabilities and obligations to the extent approved by the Board of Directors; and (ii) any distribution of property by the Company will be subject to the application of Section 9.3.

(d)       To the extent it has cash on hand in excess of the amount of a reserve as is determined by the Board of Directors, the Company shall make a distribution on or before April 1 of each year in an amount equal to the federal income tax that would be due and payable with respect to its taxable income for the preceding year, with such tax calculated at a 30% marginal rate, reduced by the aggregate amount of cash distributions previously made with respect to the tax year for which the taxable income has been calculated. Notwithstanding the foregoing, nothing in this Agreement shall be construed as requiring the Company to make distributions in contravention of any legal limitation on the payment of distributions.

4.3         Allocation of Net Income, Net Loss, and Distributions in Respect of Membership Interests Transferred. Profits or Losses allocable to any Member whose Membership Interest has been transferred, in whole or part, during any fiscal year, shall be allocated among the Persons who are the holders of such Membership Interest during such fiscal year in proportion to their respective holding periods, without separate determination of the results of the Company’s operations during such periods.

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ARTICLE V
MANAGEMENT AND OPERATION

Section 5.1       Management.

(a)       Board of Directors. Except as otherwise provided in this Agreement or by applicable law, the Board of Directors will have full, complete and exclusive authority to manage, direct and control the business, affairs and properties of the Company, and to perform any and all other acts or activities customary or incident to the management of the Company’s activities.

(b)       Number of Directors. The number of directors which will constitute the whole Board of Directors will be two (2). NeoSpine will have the right to appoint one (1) of the two (2) directors (the “NeoSpine Director”), who initially will be Susan Pieper. The holders of a majority of the Membership Interests held by Physician Investors and Physician Entities shall have the right to appoint one (1) of the two (2) directors (the “Physician Director”), who initially will be James Brasfield, M.D. Directors will hold office until their successor is elected and qualified as set forth in Section 5.1(c) below. The Board of Directors shall, in accordance with this Section 5.1, appoint all of the “NeoSpine Directors” that may be appointed by the Company to the Board of Directors of Bristol Spine Center, LLC, or its successor.

(c)       Term; Removal; Vacancies. The initial directors as set forth in Section 5.1(b) above shall be appointed for a two (2) year term, and thereafter directors shall be appointed for one (1) year terms. Each director shall hold office until the expiration of the term for which he/she was appointed and thereafter until his/her successor has been appointed by the applicable Member(s) referenced in Section 5.l(b) hereof and qualified, or until he/she sooner dies, resigns, is removed, or becomes disqualified. Any director may be removed during his or her term of office, whether with or without cause, only by the holders of a majority of the Membership Interests held by the Member(s) that is/are entitled to appoint such director as set forth in Section 5.1(b). Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, will be filled by the Member entitled to appoint such director as set forth in Section 5.1(b).

(d)       Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place within or outside of the state of Delaware as from time to time may be determined by the Board of Directors.

(e)       Special Meetings. Special meetings of the Board of Directors may be called by the President on forty-eight (48) hours’ notice to each director, either personally or by facsimile or by electronic transmission. Special meetings must be called by the President or the Secretary in the same manner and with the same notice on the written request of one (1) director.

(f)        Committees. From time to time, the Board of Directors may, by resolution passed by a majority of the whole Board of Directors, appoint an executive committee or any other committee or committees for any purpose or purposes to the extent permitted by law, which committee or committees will have such powers as specified in the resolution of appointment. Except as otherwise agreed to by all of the directors, any such committee will have two (2) members, one (1) of whom will be appointed by the NeoSpine Director, and one (1) of whom will be appointed by the Physician Director.

(g)       Quorum. A quorum of the Board of Directors shall consist of all of the Directors; provided, however, that if a meeting of the Board of Directors shall have been noticed in accordance with this Section 5.1, and a quorum fails for the absence of the Physician Director, then the meeting may be adjourned and if, following notice in accordance with this Section 5.1, at such meeting a

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quorum fails for the absence of the Physician Director, then the meeting may be again adjourned (with notice in accordance with this Section 5.1) and, at such meeting, the attendance by 50% of the Directors shall constitute a quorum, irrespective of the attendance of the Physician Director. For such time that there are two (2) authorized directors pursuant to Section 5.1(b), the approval of each of the NeoSpine Director and the Physician Director will be required for the Board of Directors to take any action; provided, however, that in the event of a deadlock between the NeoSpine Director and Physician Director, the NeoSpine Director shall be entitled to cast the deciding vote. If a quorum is not present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

(h)       Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors, or committee.

(i)        Meetings by Telephonic or Other Communications Equipment. Directors may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak to each other, and such participation in a meeting will constitute presence in person at such meeting.

(j)        Key Man Insurance. The Directors are authorized to purchase and maintain key man insurance on any Owner or any other person in such amounts as the Board of Directors shall determine to be appropriate. The cost and expense of such key man life insurance policy shall be borne by the Company as a Company expense.

(k)       Proxies. Each Director may authorize any other person to act on the Director’s behalf by proxy on all matters in which a Director is entitled to participate, whether by waiving notice of any meeting or by voting or participating at a meeting. Every proxy must be signed by the Director authorizing such proxy or such Director’s attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months after the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Director executing it.

Section 5.2       Individual Member Authority. The President and the Secretary, acting individually, shall each have the authority to bind the Company as an agent in the ordinary course of business. In addition, the Board of Directors may appoint additional Managers who will have the authority to bind the Company as an agent in the ordinary course of business as may be determined by the Board of Directors. No Member acting solely in its capacity as Member has the authority to bind the Company, unless such action is expressly authorized by this Agreement or by the Board of Directors. Any Member shall indemnify the Company for any costs or damages incurred by the Company as a result of any action by such Member purporting to act for or to undertake any obligation, debt, duty or responsibility on behalf of any other Member or the Company, unless such action or undertaking is expressly authorized by this Agreement or by the Board of Directors.

Section 5.3       Members.

(a)       Voting. Except as otherwise provided in this Agreement or by applicable law, the Members shall have no voting rights in respect of the Membership Interests held by them except in the case of any one of the following events, which will require, upon the affirmative recommendation of the

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Board of Directors, the approval of Members holding at least eighty percent (80%) of the outstanding Membership Interests, at a meeting of the Members called for such purpose:

(i)Merger. The merger, consolidation, or other business combination of the Company with another entity.

(ii)Sale of Assets. The sale by the Company of all or substantially all of its assets.

(iii)Bankruptcy. The voluntary commencement of bankruptcy or insolvency proceedings by the Company.

(iv)Liquidation. The liquidation or dissolution of the Company.

(v)Capital Expenditures. The making of capital expenditures in any calendar in excess of twenty percent (20%) of the Fair Market Value of the Company.

(vi)Incurrence of Debt. Incurring any indebtedness in any calendar year, other than the refinancing of existing indebtedness, in an amount in excess of twenty percent (20%) of the Fair Market Value of the Company.

(vii)Admission of Members. The admission of any new Member; provided, however, that no Member shall unreasonably withhold approval for any person sought to be admitted as a Member in accordance with the provisions of Section 3.2(b).

(b)       Place of Meetings. Meetings of Members will be held at any place in the “Tri- Cities”, Tennessee area as determined by the Board of Directors, unless otherwise agreed by Members holding at least eighty percent (80%) of the outstanding Membership Interests. In the absence of any such designation, meetings of Members will be held at the principal place of business of the Company.

(c)       Meetings of Members. Meetings of the Members, for any purpose, or purposes, may be called by the President and will be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of Members holding at least fifty percent (50%) of the Membership Interests. Such request will state the purpose or purposes of the proposed meeting. Business transacted at any meeting of the Members will be limited to the purposes stated in the notice.

(d)       Notice of Meeting. Whenever Members are required or permitted to take any action at a meeting, a written notice of the meeting will be given, which notice must state the place, if any, date and hour of the meeting, the means of remote communication, if any, by which Members and proxy holders may be deemed to be present in person and vote at such meeting, and the purpose or purposes for which the meeting is called. The written notice of any meeting must be given to each Member entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

(e)       Quorum; Adjourned Meetings and Notice Thereof. Members holding a majority of the Membership Interests present in person or represented by proxy, will constitute a quorum for the transaction of business except as may otherwise provided by law or by this Agreement.

(f)        Voting. When a quorum is present at any meeting, the vote of the holders of a majority of the Membership Interests having voting power present in person or represented by proxy will

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decide any question brought before such meeting, unless a different vote is required for the question by applicable law or by this Agreement.

(g)       Fixing Record Date. In order that the Company may determine the Members entitled to notice of or to vote at any meeting of the Members, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any distribution or allotment of any rights, or for the purpose of any other lawful action, the Board of Directors may fix a record date which will not be more than sixty (60) nor less than ten (10) days before the date of such meeting.

(h)       Members’ Action by Written Consent Without a Meeting. Any action which may be taken at any meeting of the Members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of the Membership Interests having not less than the requisite percentage interest that would be necessary to authorize or take such action at a meeting at which all Membership Interests entitled to vote thereon were present and voted. Prompt notice of the taking of Member action without a meeting by less than unanimous written consent will be given to those Members who have not consented in writing.

(i)        Proxies. At each meeting of the Members, each Member having the right to vote may vote in person or may authorize another person or persons to act for such Member by proxy appointed by an instrument in writing subscribed by such Member and bearing a date not more than one (1) year prior to said meeting, unless such instrument provides for a longer period. All proxies must be filed with the Secretary of the Company at the beginning of each meeting in order to be counted in any vote at the meeting.

(j)        Meetings by Telephonic or Other Communications Equipment. Members may participate in a meeting of the Members by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting will constitute presence in person at such meeting.

Section 5.4       Managers.

(a)       Designation of Managers. The Board of Directors may, from time to time, designate one or more individuals to be managers of the Company, with such titles as the Board of Directors may assign to such individuals. The initial Managers will be a President and a Secretary. The Company may also have, at the discretion of the Board of Directors, such other managers as may be appointed by the Board of Directors. No manager need be a Member or a resident of the State of Delaware. Managers so designated will have such authority and perform such duties as this Agreement provides or as the Board of Directors may from time to time delegate to them. Any number of offices may be held by the same individuals. The salaries or other compensation, if any, of the managers and agents of the Company will be fixed from time to time by the Board of Directors. Any manager may resign as such at any time. Such resignation will be made in writing and will take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Board of Directors. Any manager may be removed as such, either with or without cause, by the Board of Directors. Any vacancy occurring with respect to any manager may be filled by the Board of Directors.

(b)       President. The Board of Directors hereby designates Susan Pieper as the initial President of the Company. The President will be the chief executive officer of the Company and will, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Company. The President will preside at all meetings of the Members and at all

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meetings of the Board of Directors. The President will have such other powers and duties as may be prescribed by the Board of Directors or this Agreement

(c)       Vice Presidents. Upon the election of a Vice President or Vice Presidents, in the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting will have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents will have such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors.

(d)       Secretary. The Board of Directors hereby designates Pam Wayne as the initial Secretary of the Company. The Secretary will keep the minutes of all meetings of the Members and the Board of Directors in appropriate books, and will attend to the giving of all notices for the Company. The Secretary will have charge of such books and papers as the Board of Directors may direct, and will exercise all powers and duties customarily exercised by the secretary of business organizations, and will have such other powers and duties as may be prescribed by the Board of Directors or this Agreement.

(e)       Treasurer. Upon the election of a Treasurer, such manager will have the care and custody of all funds and securities of the Company, and will exercise all powers and duties customarily exercised by the treasurer of business organizations, and will have such other powers and duties as may be prescribed by the Board of Directors.

(f)        Medical Advisory Committee. The Company shall establish a Medical Advisory Committee. A Chairman of the Medical Advisory Committee shall be appointed by the holders of a majority of the Membership Interests held by Physician Investors and Physician Entities and, as Chairman, he shall determine the number of members of the Center surgical staff to be appointed to the Medical Advisory Committee. The Chairman shall be a Physician Investor or an Owner, and the Chairman shall not be the same person as the Physician Director unless agreed to by approved by the holders of not less than sixty percent (60%) of the Membership Interests held by Physician Investors and Physician Entities. The Chairman shall serve until such time as he shall be replaced by the Board of Directors. Replacements to the Medical Advisory Committee shall be made in the sole discretion of the Chairman. The Medical Advisory Committee will act as the “Executive Committee” of the Medical Staff of the Center, as the same may be specified from time to time in the Center’s Medical Staff Bylaws. The Medical Advisory Committee will be responsible for developing utilization, peer review and quality assurance standards for the Center, reviewing utilization of Center services and generally making recommendations to the Board of Directors regarding the services provided at the Center. The Medical Advisory Committee, acting upon advice and counsel of counsel to the Company, may also adopt and implement additional requirements upon Members and their Affiliates, including without limitation the Owners, in order to enable the Company to comply or to attempt compliance with any healthcare regulatory schemes applicable to the Company, the Center, the Members, or the Owners.

Section 5.5       Indemnification; Limitation of Liability.

(a)       Indemnification. Each member of the Board of Directors, Manager, officer or the Tax Matters Member (collectively, the “Covered Persons”) shall be indemnified by the Company against any and all claims, demands and losses whatsoever if: (i) the indemnitee conducted himself in good faith; and (ii) reasonably believed (x) in the case of conduct in his official capacity with the Company, that his conduct was in its best interests and (y) in all other cases, that his conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The payment of any amounts for indemnification shall be made before any distribution are made by the Company. No Member shall have any obligation to provide

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funds for any indemnification obligation hereunder. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 5.5 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Formation, provision of this Agreement, vote of Members or otherwise. The Company may maintain insurance, at its expense, to protect itself and any Member, the Board of Directors, Medical Advisory Committee, Manager, officer, employee or agent of the Company against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

(b)       Limitation of Liability. Notwithstanding any provision of this Agreement, common law or the Act, no Covered Persons shall be liable to the Members or to the Company for any loss suffered which arises out of an act or omission of such person, if, in good faith, it was determined by such persons that such act or omission was in the best interests of the Company and such act or omission did not constitute gross negligence or fraud.

(c)       Repeal or Modification. Any repeal or modification of this Section 5.5 will not adversely affect any right or protection of any individual existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

ARTICLE VI
FISCAL MATTERS; RECORDS

Section 6.1       Books and Records. Full and accurate books and records of the Company (including, without limitation, all information and records required by the Act) will be maintained at the Company’s principal place of business showing all receipts and expenditures, assets and liabilities, profits and losses, and all other records necessary for recording the Company’s business and affairs. All Members will have access to the books and records of the Company, during regular business hours, at the Company’s principal place of business, upon provision of notice in writing by any Member to the Company at least three (3) business days before the date on which any Member desires to inspect said books and records.

Section 6.2       Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31^st unless otherwise determined by the Board of Directors.

Section 6.3       Tax Status; Accounting Method. Notwithstanding any provision hereof to the contrary, solely for purposes of the United States federal income tax laws, each of the Members hereby recognizes that the Company will be subject to all provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, that the filing of U.S. Partnership Returns of Income will not be construed to extend the purposes of the Company or expand the obligations or liabilities of the Members. The Company will elect a method of accounting based upon the advice and recommendations of the Company’s appointed accountants or legal counsel.

Section 6.4       Reports to Members. Within seventy-five (75) days after the end of each fiscal year, all information necessary for the preparation of the Members’ federal, state and local income tax returns will be prepared at the Company’s expense and delivered to each Member. Within twenty (20) days of the end of each calendar month and each calendar year, the Company shall deliver to each Member an unaudited balance sheet and statements of income and cash flows for and as of the end of such month, in reasonable detail, which statements shall also set forth comparative information for current and prior periods.

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Section 6.5       Bank Accounts. The Board of Directors shall cause the Company to establish and maintain one or more separate bank and investment accounts for Company funds in the Company name with such financial institutions and firms as the Board of Directors may select and designate signatories thereon. The Board of Directors shall not commingle the Company’s funds with other funds of any other Person.

Section 6.6       Tax Matters Member. NeoSpine is designated as the Tax Matters Member as that term is defined in Section 623 l(a)(7) of the Code; provided, however, if that if such person would not be treated as a party to the proceeding within the meaning of Section 6226(c) and (d) of the Code for any taxable year involved in a partnership proceeding, then the Tax Matters Member for such year shall be the Member who has the largest Membership Interest in the Company at the time the Notice of Final Partnership Administrative Adjustment is received who would be treated as a party to the proceeding for such year.

ARTICLE VII
TRANSFER OF MEMBERSHIP INTERESTS

Section 7.1       Restrictions on the Transfer of Membership Interests. Except as otherwise set forth in this Agreement, no Member may Transfer some or all of its Membership Interest without the written consent of Members holding at least eighty percent (80%) of the total Membership Interests (any such Transfer approved by the Members, a “Permitted Transfer”). Any Member making a Permitted Transfer must provide the Company with written notice thereof at least ten (10) days prior to the date of such Permitted Transfer, and any such Permitted Transfer must be made in compliance with Section 7.2.

Section 7.2       Conditions to Transfer. No Transfer which otherwise is made in compliance with this Agreement may be effected by any Member unless: (i) such Transfer is in compliance with the Securities Act and all applicable state securities laws, and, if requested by the Board of Directors, such transferring Member has delivered an opinion of such Member’s counsel to the Company, in form and substance reasonably satisfactory to the Company, to the effect that such Transfer is either exempt from the requirements of the Securities Act and the applicable securities laws of any state or that such registration requirements have been complied with, (ii) except as otherwise agreed to by the Board of Directors, such Transfer would not cause a termination of the Company within the meaning of Section 708 of the Code, and (iii) the transferee or pledgee of such Membership Interest agrees to be bound by the terms of this Agreement by executing and delivering a counterpart signature page to this Agreement. Upon the Transfer of any Membership Interest in accordance with the terms herein, the transferee of such Membership Interest will become a Member. Any attempted Transfer by a Person of any Membership Interest other than in accordance with the terms of this Article VII is void and will not be recognized by the Company.

ARTICLE VIII
REPURCHASE RIGHT OF COMPANY

Section 8.1       Triggering Events. In the event that (a) the Company shall receive a written opinion from its existing healthcare counsel engaged by the Company or another nationally recognized healthcare law firm that it is more likely than not that any federal or state legislation prohibits either any Member from owning any Membership Interest or the Company from billing for items and services provided to patients referred to the Center by a Member or the Physician Investors or an Owner, (b) a Member makes an assignment for the benefit of creditors or admits in writing its inability to pay debts generally as they become due, (c) a Member applies to any tribunal for the appointment of a trustee or receiver of any substantial part of its assets, (d) a Member commences any voluntary proceeding (or approves, consents to or acquiesces in any involuntary proceeding) under any bankruptcy, reorganization,

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arrangement, insolvency, readjustment of debt, dissolution or other liquidation laws of any jurisdiction, (e) a Member becomes the subject of an order appointing a trustee or receiver, adjudicating him bankrupt or insolvent, or approving a petition in any involuntary proceeding, and such order remains in effect for ninety (90) days, or (f) following the occurrence of a Termination Event (any of the foregoing (a) through (f) being a “Triggering Event”), the Company shall have the purchase rights set forth in this Section 8.1. In the event of any Triggering Event applicable to a Member that is a natural person, the Company may elect to purchase some or all of the Membership Interest owned by the Member with respect to which the Triggering Event occurs. In the event of any Triggering Event applicable to a Member that is an entity (other than NeoSpine), the Company may elect to purchase some or all of the Applicable Portion of the Membership Interest owned by such entity Member with respect to which the Triggering Event occurs. The purchase rights of the Company in this Section 8.1 must be exercised by giving written notice (the “Exercise Notice”), to the applicable Member within sixty (60) days of the date of the Triggering Event (unless the purchase right applies only to the Applicable Portion, in which case it must be exercised by giving the Exercise Notice to the applicable Member within sixty (60) days of the date of the date referenced in the definition of “Applicable Portion”). The Purchase Price and terms of payment in connection with the exercise of such purchase right are set forth in Section 8.3 and 8.4 below. The Exercise Notice must specify a date for the closing of the purchase, which date may be no more than thirty (30) days after the date of the Exercise Notice. Each Member shall promptly provide the Company with written notice of any Triggering Event with respect to such Member.

Section 8.2       Assignment of Purchase Right. The Company may, upon the election of the Members (other than the Member with respect to which the Triggering Event occurs) holding a majority of the outstanding Membership Interests (which election must be exercised within twenty (20) days of the date of the Exercise Notice) assign all or part of its right to purchase the Membership Interest in connection with the exercise of the Company purchase right set forth in Section 8.1 above to the Members (other than the Member with respect to which the Triggering Event occurs) on a pro rata basis or such other basis as such Members may agree; provided, however, the holders of a majority of the Membership Interests then held by Physician Investors and Physician Entities (other than the Member with respect to which the Triggering Event occurs) shall have the right, but not the obligation, to require that the Company assign to the Physician Investors and Physician Entities (other than the Member with respect to which the Triggering Event occurs), pro rata in accordance with their Membership Interests (or in such other proportion as they may agree).

Section 8.3       Purchase Price. The purchase price (the “Purchase Price”) for the purchase and sale of the Membership Interests pursuant to Section 8.1 above will determined as set forth below:

(a)       If any Triggering Event occurs pursuant to clause (f) in Section 8.1 as the result of a Termination Event listed in clauses (a)(v)-(vi) or (b)(ii)-(iv) of such definition, the Purchase Price will be the Penalty Purchase Price.

(b)       In the case of any other Triggering Event, the Purchase Price will be the fair market value of the Membership Interest. In connection with any determination of the fair market value of the Membership Interest, the fair market value of the Membership Interest shall equal the amount that would be received by the owner of such Membership Interest with respect thereto if all of the assets of the Company were sold for cash equal to their fair market value, the Company paid all of its liabilities and subsequently liquidated in accordance with this Agreement, in each case, as of the last day of the month immediately prior to the event giving rise to need to determine fair market value.

Section 8.4       Acknowledgment of Members. Each Member acknowledges that the Purchase Price payable under Section 8.3 above represents an equitable payment for its Membership Interest in

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connection with the occurrence of the Triggering Events set forth in Section 8.1 hereof and hereby waives any and all rights to contest or appeal the Purchase Price.

Section 8.5       Payment of Purchase Price. The Purchase Price will be payable at the election of the purchaser, either: (i) in full, in legal tender of the United States, by certified check of the Company or by official bank check; or (ii) by payment at the closing of not less than twenty percent (20%) of the purchase price and by delivery of a promissory note having a principal amount equal to the remainder, bearing interest per annum at the rate quoted on the date of the closing by The Wall Street Journal as the “Prime Rate,” prepayable without penalty, and payable in not more than thirty-six (36) monthly installments, commencing one (1) month after the date of the closing.

Section 8.6       Closing Deliveries. Concurrently with the delivery of cash or a promissory note at the closing as set forth in Section 8.4, the transferring Member shall deliver to the Company the following:

(a)       If requested by the Company, the written resignations of the selling Member (and any Affiliates thereof) as a director or manager of the Company and any subsidiaries thereof, if applicable, effective on delivery; and

(b)       All other documents (including, without limitation, releases to the Company) that, in the opinion of counsel for the Company, may be reasonably required to effectuate the sale in the best interests of the Company.

ARTICLE IX
DISSOLUTION, LIQUIDATION, AND TERMINATION

Section 9.1       Dissolution. The Company will dissolve and its affairs will be wound up upon the first to occur of any of the following:

(a)       the approval of the Board of Directors, and the approval of the Members pursuant to Section 5.3(a)(iv); or

(b)       the occurrence of any other event causing dissolution of the Company under the Act;

Section 9.2       Liquidation and Termination. Upon dissolution of the Company, the President, subject to the direction of the Board of Directors, or the other persons required or permitted by law to carry out the winding up of the affairs of the Company shall:

(a)       promptly notify all Members of such dissolution;

(b)       wind up the affairs of the Company;

(c)       prepare and file all instruments or documents required by law to be filed to reflect the dissolution of the Company; and

(d)       after paying or providing for the payment of all liabilities and obligations of the Company as described below, distribute the assets of the Company as provided by the terms of this Agreement.

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Section1 9.3 Distribution of Assets. Upon dissolution of the Company and the sale of its assets, the proceeds of such sale or the assets of the Company will be allocated as set forth below:

(a)first, to pay all outstanding liabilities and expenses of the Company;

(b)next, to establish such reserves for unknown or contingent liabilities, including, without limitation, reserves for environmental matters, as the Board of Directors may determine; and

(c)lastly, any remaining balance will be distributed to the Members in accordance with ending positive Capital Account balances, determined after all adjustments to the Capital Accounts for the year of liquidation. Such distributions will be made within the time periods prescribed by Treasury Regulations. Liquidating distributions may be made in cash or in kind or partly in each (which need not be distributed proportionately), as determined by the Board of Directors.

Section 9.4 Cancellation of Filing. On completion of the distribution of Company assets as provided herein, the Company will be terminated, and the President, subject to the direction of the Board of Directors, shall take such other actions as may be necessary to terminate the Company.

Section 9.5 Waiver of Certain Rights. Except as otherwise set forth herein, to the maximum extent permitted by applicable law, each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company, or to maintain any action for partition of the property of the Company.

ARTICLE X
GENERAL PROVISIONS

Section 10.1     Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) received by the addressee, if sent by certified mail, return receipt requested, or (c) received by the addressee, if sent by a nationally recognized overnight delivery service, return receipt requested, in the case of the Members, to the appropriate addresses set forth on Exhibit A, or in the case of the Company, to NeoSpine Surgery, LLC, 40 Burton Hills Blvd., Suite 320, Nashville, Tennessee 37215, Attention: Chief Executive Officer (or to such other addresses as a party may hereafter designate).

Section 10.2     Entire Agreement: Supersedure. This Agreement constitutes the entire agreement of the Members relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.

Section 10.3     Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any right hereunder will operate as a waiver thereof, nor will any single or partial exercise of any privilege, right or power hereunder preclude further exercise of any other privilege, right or power hereunder.

Section 10.4     Amendment or Modification. This Agreement and the Certificate may be amended or modified from time to time only upon the approval of the Members owning at least eighty percent (80%) of the total Membership Interests. No Member approval is required for any amendment made (i) by NeoSpine in accordance with Section 10.14 or (ii) by the President to Exhibit A in accordance with Section 3.1.

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Section 10.5          Binding Effect. This Agreement will be binding on and inure to the benefit of the Members and their respective permitted heirs, legal representatives, successors, and assigns.

Section 10.6          Governing Law; Waiver of Jury Trial. This Agreement is governed by and will be construed in accordance with the laws of the State of Delaware, excluding any conflict-of-laws rules or principles that might refer the governance or the construction of this Agreement to the law of another jurisdiction. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE INCLUDING, BUT NOT LIMITED TO, THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATIONS. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.

Section 10.7          Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

Section 10.8          Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the laws governing this Agreement, they will take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by law and, to the extent necessary, will amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.

Section 10.9          Specific Performance, Etc. The Company and each Member, in addition to being entitled to exercise all rights provided herein or as granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement, without the requirement of bond. The Company and each of the Members agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

Section 10.10        Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Exhibits are to exhibits attached hereto, each of which is made a part hereof for all purposes. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision will be applicable whether such action is taken directly or indirectly by such Person, including actions taken by or on behalf of any Affiliate of such Person. All accounting terms used herein and not otherwise defined herein will have the meanings accorded them in accordance with U.S. generally accepted accounting principles and, except as expressly provided herein, all accounting determinations will be made in accordance with such accounting principles in effect from time to time, both to the Member transferring its Membership Interest and to the transferee of such Membership Interest.

Section 10.11        Confidentiality. Each Member will hold in strict confidence any information it receives regarding the Company or its Affiliates, whether such information is received from the Company, its Affiliates, the other Members or their respective Affiliates, or another Person. The

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obligations of the Members hereunder will not apply to the extent that the disclosure of information otherwise determined to be confidential is required by applicable law; provided, however, that prior to disclosing such confidential information, a Member must notify the Company thereof, which notice will include the basis upon which such Member believes the information is required to be disclosed.

Section 10.12        Restriction on Ownership.

(a)            While a Member of the Company and for a period of two years thereafter, no Physician Investor shall and each Physician Entity shall cause all of its Owners to not, directly or indirectly, invest in, own, or otherwise finance in any manner, any Person engaged in or planning to become engaged in a Competing Business.

(b)           NeoSpine, on behalf of itself and each of its Affiliates, hereby agrees, that, for such period of time that NeoSpine is a Member of the Company and for a period of two years thereafter, neither NeoSpine nor any of its Affiliates shall, directly or indirectly, invest in, own, manage, or otherwise finance in any manner, any Person engaged in or planning to become engaged in a Competing Business unless it arises in connection with the acquisition by NeoSpine or any of its Affiliates, directly or indirectly, of any enterprise not more than 25% of the net revenues of which enterprise are derived from the operation of Competing Businesses.

(c)            Each Member agrees that the restrictions contained in this Section 10.12 are reasonable and necessary to protect the legitimate interests of the Company and that any violation of this provision would result in damages to the Company which cannot be compensated by money alone. Each Member agrees that the Company will be entitled to injunctive relief without proving actual damages or posting any bond. If a court shall hold that the duration and/or scope (geographic or otherwise) of the agreement contained in this Section 10.12 is unreasonable, then, to the extent permitted by law, the court may prescribe a duration and/or scope (geographic or otherwise) that is reasonable and judicially enforceable. The parties agree to accept such determination, subject to their rights of appeal, which the parties hereto agree shall be substituted in place of any and every offensive part of this Section 10.12, and as so modified, Section 10.12 of this Agreement shall be as fully enforceable as if set forth herein by the parties in the modified form.

(d)           If a judicial determination is made that any of the provisions of this Section 10.12 constitute an unreasonable or otherwise unenforceable restriction then the provisions of this Section 10.12 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited activity from the coverage of Section 10.12 and to apply the provisions of Section 10.12 to the remaining portion of the territory or the remaining activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 10.12 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages as a result of the breach of Section 10.12. The time period during which the prohibitions set forth in Section 10.12 shall apply shall be tolled and suspended for a period equal to the aggregate quantity of time during which a Member violates such prohibitions in any respect.

Section 10.13        Owner Agreement. Each Owner as of the Effective Date shall deliver to the Company a written acknowledgement, in the form attached as Exhibit B (the “Owner Agreement”), of (i) his or her obligation not to compete with the Company as set forth in Section 10.12, and (ii) his or her obligation to sell his entire ownership interest in the Physician Entity upon the occurrence of a

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Termination Event for which such Owner is the Responsible Owner. In addition, any individual who becomes a Owner of a Member after the Effective Date shall deliver to the Company an executed Owner Agreement within fifteen (15) days after becoming a Owner.

Section 10.14        Consolidation. It is the intention of the Members that NeoSpine LLC (“NeoSpine Parent”) shall have such rights as are necessary for NeoSpine Parent to be able to consolidate the financial results of operations and financial condition of the Company with the financial results of operations and financial condition of NeoSpine Parent under applicable requirements of generally accepted accounting principles, as such may change from time to time. Notwithstanding any provision in this Agreement to the contrary, NeoSpine may amend this Agreement without the approval of any other Member as necessary from time to time to add, amend or delete such provisions as necessary in the reasonable opinion of NeoSpine Parent’s independent certified accountants to permit NeoSpine Parent to report the results of operations of the Company on the consolidation method of accounting under applicable generally accepted accounting principles in the future; provided, however, no other Member shall suffer a reduction in its Membership Interest without payment of Fair Market Value therefor and, without the approval of the Members holding at least a majority of the Membership Interests held by Members other than NeoSpine and its Affiliates, the aggregate reduction in the Membership Interests resulting from such an amendment shall not exceed three percent (3%) of the aggregate Membership Interests then outstanding.

Section 10.15        Restrictions on Use of the Center. No Physician Investor shall, and each Physician Entity shall cause all of its Owners to not, use the Center or refer any patient for treatment at the Center in a manner that would cause the Owner, any Member, the Company, or the Center to violate applicable federal or state statutes, rules, or regulations. Further, each Physician Investor and Physician Entity shall assure that any standards of conduct or other decisions adopted by the Medical Executive Committee and applicable to the Physician Investors, Physician Entities and the Owners shall be enforced among such Persons.

Section 10.16        Additional Documents. Each Member agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

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[signature page of Operating Agreement]

IN WITNESS THEREOF, the representatives of the Company and the undersigned Members have executed this Agreement effective as of the Effective Date.

COMPANY:
NEOSPINE SURGERY OF BRISTOL, LLC
By:	/s/ Rock Morphis
Name:	Rock Morphis
Its:
MEMBERS:
NEOSPINE SURGERY, LLC
By:	/s/ Rock Morphis
Name:	Rock Morphis
Its:
/s/ Jim Brasfield
Signature of Physician Investor
Signature of Physician Investor
Signature of Physician Investor
/s/ William A. McIllwain
Signature of Physician Investor

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Exhibit A

Members, Capital Contributions, and Membership Interests

Members

Name and Address	Initial Capital Contributions		Total Capital Contributions		Membership Interests
NeoSpine Surgery, LLC 40 Burton Hills Blvd., Suite 320 Nashville, TN 37215	$	376,667	$	376,667	56.5	%
James C. Brasfield 301 Three Oaks Drive Bristol, TN 37620	$	145,000	$	145,000	21.75	%
William A. Mcllwain 7 South Briarcliff Rd Bristol, TN 37830	$	145,000	$	145,000	21.75	%

A-1

Exhibit B

OWNER RESTRICTION AGREEMENT

This Owner Restriction Agreement (this “Agreement”) is entered into as of                         , 200    , by and between NEOSPINE SURGERY OF BRISTOL, LLC (the “Company”), and the undersigned person (“Owner”), an Owner of                                  (the “Physician Entity”), with reference to the following facts and objectives:

WHEREAS, Physician Entity is a Member in the Company;

WHEREAS, each of the Members in the Company is subject to certain negative covenants contained in Section 10.12 of the Company’s Operating Agreement, as the same may be amended from time to time (the “Operating Agreement”);

WHEREAS, Owner will realize a substantial benefit from the Physician Entity being a Member in the Company; and

WHEREAS, the Company would not have admitted the Physician Entity as a Member without Owner’s execution of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein set forth, the parties hereto agree as follows:

1.           Defined Terms. Terms capitalized herein and not defined will have the same identical meaning as set forth in the Operating Agreement unless the context otherwise requires.

2.           Non-Competition Provision.

2.1         Owner agrees that while the Physician Entity is a Member and for two (2) years thereafter, neither Owner nor any of his Affiliates (each a “Covered Party”) shall, directly or indirectly, own, lease, manage or be employed by a Competing Business. Nothing in this Section 2.1 is intended to prevent Owner from practicing medicine, being a member of the medical staff of, or referring patients to, any other hospital or health care facility. Owner agrees that the restrictions contained in this Section 2.1 are reasonable and necessary to protect the legitimate interests of the Company and that any violation of this provision would result in damages to the Company which cannot be compensated by money alone. Owner agrees that the Company will be entitled to injunctive relief without proving actual damages or posting any bond. If a court shall hold that the duration and/or scope (geographic or otherwise) of the agreement contained in this Section 2.1 is unreasonable, then, to the extent permitted by law, the court may prescribe a duration and/or scope (geographic or otherwise) that is reasonable and judicially enforceable. The parties agree to accept such determination, subject to their rights of appeal, which the parties hereto agree shall be substituted in place of any and every offensive part of this Section 2.1, and as so modified, Section 2.1 of this Agreement shall be as fully enforceable as if set forth herein by the parties in the modified form.

2.2         If a judicial determination is made that any of the provisions of this Section 2 constitute an unreasonable or otherwise unenforceable restriction then the provisions of this Section 2 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited activity

from the coverage of Section 2.1 and to apply the provisions of Section 2.1 to the remaining portion of the territory or the remaining activities not so severed by such judicial authority. Moreover, notwithstanding the fact that any provisions of this Section 2 are determined not to be specifically enforceable, the Company shall nevertheless be entitled to recover monetary damages, as described in Section 2.4 below, as a result of the breach of Section 2.1. The time period during which the prohibitions set forth in Section 2.1 shall apply shall be tolled and suspended for a period equal to the aggregate quantity of time during which a Covered Party violates such prohibitions in any respect.

2.3         Owner specifically acknowledges and agrees that the restrictions set forth in Section 2.1 hereof are reasonable and necessary to protect the legitimate interests of the Company, and that the Company would not have entered into the Operating Agreement in the absence of such restrictions.

3.           Transfer. Owner agrees that he will not Transfer his ownership interest in Physician Entity without the approval of a majority of the Board of Directors of the Company. In the event a court of competent jurisdiction holds this restriction on Transfer invalid, the Physician Entity shall have a right of first refusal with respect to any proposed Transfer by Owner for ninety (90) days from the date that a court of competent jurisdiction determines this provision to be unenforceable and, if not exercised, then the Company shall have a right of second refusal with respect to any proposed Transfer by Owner exercisable during the subsequent thirty (30) days. The purchase price pursuant to the right of first refusal shall be an amount equal to the lesser of (a) four (4) times the EBITDA of the Company during the most recent 12 full calendar months prior to the Transfer, less the Company’s indebtedness, multiplied by the percentage ownership in the Physician Entity represented by the interest which is the subject of the proposed Transfer and (b) the amount offered by the third party to acquire such interest, In the event the third party offer includes consideration other than cash, the value of the consideration will be determined by the Board in good faith. The purchase price may be paid, at the option of the Physician Entity or the Company, as the case may be, on the same terms and conditions as set forth in the third party offer or by delivery of 20% of the purchase price in cash at closing and the balance by the delivery of a non-recourse promissory note secured by the interest purchased (the “Note”). The Note will be payable in forty-eight (48) equal monthly installments of principal and interest and will bear interest at the rate of 5% per annum. The Physician Entity or the Company, as the case may be, may prepay the Note in whole or in part without penalty. The closing shall occur at the Physician Entity’s or the Company’s, as the case may be, principal place of business ninety (90) days after a decision by a court of competent jurisdiction validating the prohibition of Transfer. Any Transfer in violation of this provision shall be void.

4.           Specific Enforcement. Owner acknowledges and agrees that any violation of the provisions of Section 2.1 hereof will result in irreparable injury to the Company, that the remedy at law for any violation or threatened violation of such Section will be inadequate and that, in the event of any such breach, the Company, in addition to any other remedies or damages available to it at law or in equity, shall be entitled to temporary injunctive relief before trial from any court of competent jurisdiction as a matter of course and to permanent injunctive relief without the necessity of proving actual damages.

5.           Assignment. This Agreement may not be assigned by the Company except to an affiliate of the Company; provided, however, that if the Company shall merge or effect a share exchange with or into, or sell or otherwise transfer substantially all its assets to, another corporation, the Company may assign its rights hereunder to that corporation.

6.           Notices. Any notice or other communications under this Agreement shall be in writing, signed by the party making the same, and shall be delivered personally or sent by certified or registered mail, postage prepaid, addressed as follows:

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If to Owner:	as set forth on the signature page hereto
If to the Company:	NeoSpine Surgery of Bristol, LLC 40 Burton Hills Blvd., Suite 320 Nashville, TN 37215 Telephone No.: Facsimile No.: Attention: President
With a copy to:	Waller Lansden Dortch & Davis, PLLC 511 Union Street, Suite 2700 Nashville, Tennessee 37219 Telephone No.: (615) 244-6380 Facsimile No.: (615) 244-6804 Attention: Joseph A. Sowell, Esq.

or to such other address as may hereafter be designated by either party hereto. All such notices shall be deemed given on the date personally delivered or mailed.

7.           Governing Law: Waiver of Jury Trial; Choice of Venue. This Agreement is governed by and will be construed in accordance with the laws of the State of Delaware, excluding any conflict-of- laws rules or principles that might refer the governance or the construction of this Agreement to the law of another jurisdiction. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE INCLUDING, BUT NOT LIMITED TO, THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATIONS. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.

8.           Legal Fees and Costs. In the event a party elects to incur legal expenses to enforce, defend or interpret any provision of this Agreement by judicial proceedings, the prevailing party will be entitled to recover such legal expenses, including, without limitation, reasonable attorneys’ fees, costs and necessary disbursements at all court levels, in addition to any other relief to which such party shall be entitled.

9.           Modification. No modification of this Agreement or waiver of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith and no evidence of any waiver or modification shall be offered or received in evidence of any proceeding, arbitration or litigation between the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid and the parties further agree that the provisions of this Section may not be waived except as herein set forth.

10.         Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter contained herein. There are no restrictions, promises, covenants or undertakings, other than those expressly set forth herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. This Agreement may not be changed except by a writing executed by the parties.

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11.         Term. This Agreement shall terminate upon its second anniversary from the date that the Physician Entity disposes of its entire interest in the Company.

12.         Conflicts. Nothing herein contained shall in any way conflict, directly or indirectly, with the provisions of the Operating Agreement. In the event of any such direct or indirect conflict, the conflicting provisions of the Operating Agreement shall prevail in each and every respect.

13.         Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

14.         Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the laws governing this Agreement, they will take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by law and, to the extent necessary, will amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.

15.         Specific Performance, etc. The Company and the Owner, in addition to being entitled to exercise all rights provided herein or as granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement, without the requirement of bond. The Company and the Owner agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

16.         Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year first above written.

NEOSPINE SURGERY OF BRISTOL, LLC

By:

Title:

OWNER:

Signature

Print Name

Address:

Telephone No.:

Facsimile No.:

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EX-3.35

Exhibit 3.35

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION

Pursuant to Section 18-202 of the Delaware Limited Liability Company Act, the undersigned, in order to change its registered office and registered agent, hereby certifies that:

1.	The name of the limited liability company is:
	NEOSPINE SURGERY OF NASHVILLE, LLC
2.	The Certificate of Formation of the limited liability company is hereby amended to change the registered agent and location of the registered office of the limited liability company to the following:
	New Name of Registered Agent:
	CAPITOL SERVICES, INC.
	New Address of Registered Office:
	615 SOUTH DUPONT HWY
	DOVER, DE 19901
	KENT COUNTY

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Amendment to the Certificate of Formation this 9th day of September 2005.

NEOSPINE SURGERY OF NASHVILLE, LLC

Name of Limited Liability Company

/s/ David L.Cheek

Signature

David Cheek

Printed Name

Secretary/Treasurer

Title

CERTIFICATE OF FORMATION

OF
NEOSPINE SURGERY OF NASHVILLE, LLC

The undersigned authorized person, desiring to form a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, does hereby certify as follows:

I.

The name of the limited liability company is Neospine Surgery of Nashville, LLC (the “LLC”).

II.

The address of the registered office of the LLC in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the LLC’s registered agent for service of process in the State of Delaware at such address is The Corporation Trust Company.

III.

The Certificate of Formation shall be effective upon filing of the Certificate in the Office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Neospine Surgery of Nashville, LLC on the 1st day of September, 2004.

By:	/s/ Matthew R. Burnstein
	Matthew R. Burnstein, Authorized Person

EX-3.36

Exhibit 3.36

LIMITED LIABILITY COMPANY AGREEMENT
OF
NEOSPINE SURGERY OF NASHVILLE, LLC

This Limited Liability Company Agreement (the “Agreement”) of NeoSpine Surgery of Nashville, LLC, a Delaware limited company (the “Company”), is entered into by and between NeoSpine Surgery, LLC (the “Member”) and the Company, effective as of September 1, 2004.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Delaware Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. On September 1, 2004, the Company was formed as a Delaware limited liability company by the filing of a certificate of formation in the office of the Secretary of State of Delaware (the “Certificate”).

Section 2.Registered Office: Registered Agent. The registered office of the Company in the State of Delaware will be the initial registered office designated in the Certificate or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware will be the initial registered agent designated in the Certificate, or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Delaware.

Section 3.Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Delaware.

Section 4.Authorized Persons. Each of Rock A. Morphis, David Cheek and Matthew R. Burstein, acting individually, is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate, and the Member hereby ratifies and approves any prior actions taken by such individual(s) in connection with any of the foregoing and discharges such individual(s) from any further obligations, duties or liabilities to the Company as an authorized person.

Section 5.Term. The Company commenced on the date the Certificate was filed with the Secretary of State of Delaware, and will continue in existence until terminated pursuant to this Agreement.

Section 6.Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31^st unless otherwise determined by the Member.

Section 7.Member. The Member owns 100% of the limited liability company interests in the Company.

Section 8.Address. The address of the Member is set forth below:

40 Burton Hills Boulevard
Suite 320
Nashville, TN 37215

Section 9.New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 10.Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 11.Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 12.Capital Accounts. A capital account will be maintained for the Member in accordance with the Treasury Regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended, and will consist of the sum of the contributions of the Member to the capital of the Company, plus its share of the profits of the Company, less its share of any losses of the Company, and less any distributions to or withdrawals made by or attributed to it from the Company.

Section 13.Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 14.Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 15.Managers. The Member may, from time to time, designate one or more individuals to be managers of the Company, with such titles as the Member may assign to such individuals. The initial managers of the Company will be a President and a Secretary, as more specifically provided below. Managers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any number of manager positions may be held by the same individual. Any manager may resign as such at any time by providing

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written notice to the Company. Any manager may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any manager position of the Company may be filled by the Member. The managers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 16.President. The Member hereby designates Rock A. Morphis as the “President” of the Company. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 17.Secretary. The Member hereby designates David Cheek as the “Secretary” of the Company. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 18.Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 18 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”): provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it is ultimately determined that such Indemnitee is not entitled to be indemnified under this Section 18 or otherwise.

Section 19.Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 20.Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event,

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the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 21.Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 22.Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 23.Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Delaware without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
NEOSPINE SURGERY OF NASHVILLE, LLC
By:	/s/ Rock Morphis
Name:		Rock Morphis
Its:
MEMBER:
NEOSPINE SURGERY, LLC
By:	/s/ Rock Morphis
Name:		Rock Morphis
Its:

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EX-3.37

Exhibit 3.37

CERTIFICATE OF FORMATION

OF

NEOSPINE SURGERY OF PUYALLUP, LLC

The undersigned authorized person, desiring to form a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, does hereby certify as follows:

I.

The name of the limited liability company (the “Limited Liability Company”) is NeoSpine Surgery of Puyallup, LLC.

II.

The address of the registered office of the Limited Liability Company in the State of Delaware is 615 South DuPont Hwy, Dover, County of Kent, Delaware 19901. The name of the Limited Liability Company’s registered agent for service of process in the State of Delaware at such address is Capitol Services, Inc.

III.

This Certificate of Formation shall be effective upon filing of the Certificate in the Office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NeoSpine Surgery of Puyallup, LLC on this the 28th day of September, 2005.

By:	/s/ Matthew R. Burnstein
	Matthew R. Burnstein
	Authorized Person

EX-3.38

Exhibit 3.38

LIMITED LIABILITY COMPANY AGREEMENT

OF

NEOSPINE SURGERY OF PUYALLUP, LLC

This Limited Liability Company Agreement (the “Agreement”) of NeoSpine Surgery of Puyallup, LLC, a Delaware limited company (the “Company”), is entered into by and between NeoSpine Surgery, LLC (the “Member”) and the Company, effective as of October 14, 2005.

WHEREAS, the Member desires to set forth herein its relationships, rights, obligations and agreements with respect to the Company and the governance thereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. On October 6, 2005, the Company was formed as a Delaware limited liability company following the filing of a certificate of formation in the office of the Secretary of State of Delaware (the “Certificate”).

Section 2.Registered Office: Registered Agent. The registered office of the Company in the State of Delaware will be the initial registered office designated in the Certificate or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware will be the initial registered agent designated in the Certificate, or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Delaware.

Section 3.Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Delaware.

Section 4.Authorized Persons. Each of Matthew R. Burnstein and David Cheek is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate, and the Member hereby ratifies and approves any prior actions taken by such individual(s) in connection with any of the foregoing and discharges such individual(s) from any further obligations, duties or liabilities to the Company as an authorized person.

Section 5.Term. The Company commenced on the date the Certificate was filed with the Secretary of State of Delaware, and will continue in existence until terminated pursuant to this Agreement.

Section 6.Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31^st unless otherwise determined by the Member.

Section 7.Member. The Member owns 100% of the limited liability company interests in the Company.

Section 8.Address. The address of the Member is set forth below:

40 Burton Hills Boulevard, Suite 320
Nashville, TN 37215

Section 9.New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 10.Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 11.Capital Contributions. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 12.Capital Accounts. A capital account will be maintained for the Member in accordance with the Treasury Regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended, and will consist of the sum of the contributions of the Member to the capital of the Company, plus its share of the profits of the Company, less its share of any losses of the Company, and less any distributions to or withdrawals made by or attributed to it from the Company.

Section 13.Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 14.Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 15.Managers. The Member may, from time to time, designate one or more individuals to be managers of the Company, with such titles as the Member may assign to such individuals. The initial managers of the Company will be a President and a Secretary, as more specifically provided below. Managers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any number of manager positions may be held by the same individual. Any manager may resign as such at any time by providing written notice to the Company. Any manager may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any manager position of the Company may be filled by the Member. The managers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 16.President. The Member hereby designates Rock A. Morphis as the “President” of the Company. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 17.Secretary. The Member hereby designates David Cheek as the “Secretary” of the Company. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 18.Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or

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proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 18 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”): provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it is ultimately determined that such Indemnitee is not entitled to be indemnified under this Section 18 or otherwise.

Section 19.Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 20.Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 21.Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 22.Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 23.Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Delaware without regard to the conflicts of law principles thereof.

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[signature page to Limited Liability Company Agreement]

IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
NEOSPINE SURGERY OF PUYALLUP, LLC
By:				/s/ David Cheek
Name:						David Cheek
Its:		Secretary
MEMBER:
NEOSPINE SURGERY, LLC
By:			/s/ David Cheek
Name:					David Cheek
Its:	Secretary

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EX-3.39

Exhibit 3.39

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION

Pursuant to Section 18-202 of the Delaware Limited Liability Company Act, the undersigned, in order to change its registered office and registered agent, hereby certifies that:

1.The name of the limited liability company is:

NEQSPINE SURGERY_, LLC.

2.The Certificate of Formation of the limited liability company is hereby amended to change the registered agent and location of the registered office of the limited liability company to the following:

New Name of Registered Agent:

CAPITOL SERVICES, INC.

New Address of Registered Office:

61S SOUTH DUPONT HWY
DOVER, DE19901
KENT COUNTY

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Amendment to the Certificate of Formation this 9^th day of September 2005:

NEOSPINE SURGERY LLC

Name of Limited Liability Company

/s/ David L. Cheek

Signature

David Cheek

Printed Name

Secretary/Treasurer

Title

CERTIFICATE OF FORMATION
OF
NEOSPINE SURGERY, LLC

The undersigned authorized person, desiring to form a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, does hereby certify as follows:

I.

The name of the limited liability company is NeoSpine Surgery, LLC (the “LLC”).

II.

The address of the registered office of the LLC in the State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901, County of Kent. The name of the LLC’s registered agent for services of process in the State of Delaware at such address is National Registered Agents, Inc.

III.

The Certificate of Formation shall be effective upon filing of the Certificate in the Office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of NeoSpine Surgery, LLC on the 25th day of November, 2003.

/s/ Tracy A. Powell

Tracy A. Powell, Authorized Person

EX-3.40

Exhibit 3.40

LIMITED LIABILITY COMPANY AGREEMENT
OF
NEOSPINE SURGERY, LLC

This Limited Liability Company Agreement (the “Agreement”) of NeoSpine Surgery, LLC, a Delaware limited company (the “Company”), is entered into by and between NeoSpine LLC (the “Member”) and the Company, effective as of December 5, 2003.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Delaware Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. On December 5, 2003, the Company was formed as a Delaware limited liability company by the filing of a certificate of formation in the office of the Secretary of State of Delaware (the “Certificate”).

Section 2.Registered Office; Registered Agent. The registered office of the Company in the State of Delaware will be the initial registered office designated in the Certificate or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware will be the initial registered agent designated in the Certificate, or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Delaware.

Section 3.Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Delaware.

Section 4.Authorized Persons. Each of Rock A. Morphis, Susan Pieper and Tracy A. Powell, acting individually, is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate, and the Member hereby ratifies and approves any prior actions taken by such individual(s) in connection with any of the foregoing and discharges such individual(s) from any further obligations, duties or liabilities to the Company as an authorized person.

Section 5.Term. The Company commenced on the date the Certificate was filed with the Secretary of State of Delaware, and will continue in existence until terminated pursuant to this Agreement.

Section 6.Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31^st unless otherwise determined by the Member.

Section 7.Member. The Member owns 100% of the limited liability company interests in the Company.

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Section 8.Address. The address of the Member is set forth below:

40 Burton Hills Boulevard
Suite 320
Nashville, TN 37215

Section 9.New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 10.Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 11.Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 12.Capital Accounts. A capital account will be maintained for the Member in accordance with the Treasury Regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended, and will consist of the sum of the contributions of the Member to the capital of the Company, plus its share of the profits of the Company, less its share of any losses of the Company, and less any distributions to or withdrawals made by or attributed to it from the Company.

Section 13.Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 14.Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 15.Managers. The Member may, from time to time, designate one or more individuals to be managers of the Company, with such titles as the Member may assign to such individuals. The initial managers of the Company will be a President and a Secretary, as more specifically provided below. Managers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any number of manager positions may be held by the same individual. Any manager may resign as such at any time by providing written notice to the Company. Any manager may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any manager position of the Company may be filled by the Member. The managers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 16.President. The Member hereby designates Rock A. Morphis as the “President” of the Company. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

2

Section 17.Secretary. The Member hereby designates Susan Pieper as the “Secretary” of the Company. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 18.Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law. The right to indemnification conferred in this Section 18 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”‘): provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it is ultimately determined that such Indemnitee is not entitled to be indemnified under this Section 18 or otherwise.

Section 19.Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 20.Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 21.Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 22.Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 23.Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Delaware without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
NEOSPINE SURGERY, LLC
By:	/s/ Rock Morphis
Name:		Rock Morphis
Its:
MEMBER:
NEOSPINE LLC
By:	/s/ Rock Morphis
Name:		Rock Morphis
Its:

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EX-3.41

Exhibit 3.41

CERTIFICATE OF INCORPORATION
(PROFIT)

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

1.         The name of this corporation is:

NSC Edmond, Inc.

(Please refer to procedure sheet for statutory words required to be included in the corporate name.)

2.         The address of the registered office in the State of Oklahoma and the name of the registered agent at such address are:

THE CORPORATION COMPANY, 735 First National Building,		Oklahoma City,	Oklahoma	73102
NAME	NUMBER & STREET ADDRESS (P.O. BOXES ARE NOT ACCEPTABLE.)	CITY	COUNTY	ZIP CODE

3.         The duration of the corporation is:	perpetual
	(Perpetual unless otherwise stated)

4.         The purpose or purposes for which the corporation is formed are:

The purpose of the corporation is to engage in the transaction of any or all lawful business for which corporations may be incorporated under the Oklahoma General Corporation Act, including the operation of a surgical center, except that the corporation will not engage in the practice of medicine.

5.         The aggregate number of shares which the corporation shall have authority to issue, the designation of each class, the number of shares of each class, and the par value of the shares of each class are as follows:

NUMBER OF SHARES	SERIES		PAR VALUE PER SHARE (Or, if without par value, so state)
Common 1,000	N/A		no par value
Preferred N/A	N/A		N/A
TOTAL NO. SHARES: 1,000		TOTAL AUTHORIZED CAPITAL: 100

(OKLA. - 209 - 11/1/86)

6.         If the powers of the incorporator(s)* are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors:

NAME	MAILING ADDRESS	CITY	STATE	ZIP CODE
N/A	N/A

7.The name and mailing address of the incorporator(s):

NAME	MAILING ADDRESS	CITY	STATE	ZIP CODE
Steven E. Ducommun	70 West Madison Street, Suite 3300	Chicago	IL	60602

THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Oklahoma, do make, file and record this Certificate, and do certify that the facts herein stated are true, and have accordingly hereunto set my hand this 18th day of August, 1997.

/s/ Steven E. Ducommun
	Signature Steven E. Ducommun
	Signature N/A

(SOS FORM 0002-11/86)

EX-3.42

Exhibit 3.42

NSC EDMOND, INC.

BY-LAWS

ARTICLE I

CORPORATE OFFICES

Section 1. Oklahoma Registered Office. The registered office of the corporation in the State of Oklahoma may, but need not, be identical with the principal office in the State of Oklahoma, and the address of the registered office may be changed from time to time by the board of directors.

Section 2. Other Offices. The principal office of the corporation in the State of Illinois shall initially be located in the city of Chicago and County of Cook. The corporation may also have offices at such other places both within and without the State of Oklahoma as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Times and Places of Meetings. Meetings of shareholders for any purpose may be held at such time and place, within or without the State of Oklahoma, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. Annual meetings of shareholders, commencing with the year 1998, shall be held on the second Tuesday of September if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., or at such other time as may be provided in a resolution by the board of directors, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as conveniently may be.

Section 3. Special Meetings. Special meetings of shareholders may be called by the chairman of the board of directors, by the president, by the board of directors, by the holders of not less than one-tenth of all the outstanding shares entitled to vote on the matter for which the meeting is called, or by such other officers or persons as may be provided in the articles of incorporation or these by-laws.

Section 4. Notice of Meetings. Written notice stating the place, day and hour of the meeting, and in the case of a special meeting, the general purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the records of the corporation, with postage thereon prepaid.

Section 5. Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of the Oklahoma General Corporation Act, the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

Section 6. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may, in advance of the record date, fix a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days and, for a meeting of shareholders, not less than ten days, immediately preceding such meeting or other action. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; (b) the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the board has been taken, shall be the day on which the first written consent is given; (c) the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided herein, such determination shall apply to any adjournment thereof.

Section 7. Voting Lists. The officer or agent having charge of the transfer books for shares of the corporation shall make, within twenty days after the record date for a meeting of shareholders or ten days before such meeting, whichever is earlier, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder, and to copying at the shareholder’s expense, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the

2

meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this state, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

Section 8. Quorum. A majority of the outstanding shares entitled to vote on a matter, but in no event fewer than one-third of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum for consideration of such matter at any meeting of shareholders; provided, that if less than a majority of such outstanding shares are represented at the meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the majority of such shares represented at the meeting and entitled to vote on a matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Oklahoma General Corporation Act, the articles of incorporation or these by-laws.

Section 9. Proxies. A shareholder may appoint a proxy to vote or otherwise act for that shareholder by signing a proxy appointment form and delivering it to the person so appointed. Such proxy shall be filed with the secretary of the corporation before the time of the meeting. No proxy shall be valid after eleven months from the date thereof, unless otherwise provided in the proxy.

Section 10. Voting of Shares. (a) Each outstanding share, regardless of class, shall be entitled to one vote on each matter other than the election of directors submitted to a vote at a meeting of shareholders. (b) In the election of directors, every shareholder complying with subdivision (c) and entitled to vote at any election of directors may cumulate such shareholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder’s shares are normally entitled, or distribute the shareholder’s votes on the same principle among as many candidates as the shareholder thinks fit. (c) No shareholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which such shareholder normally is entitled to cast) unless such candidate or candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination. (d) In any election of directors, the candidates receiving the highest number of affirmative votes of the shares entitled to be voted for them up to the number of directors to be elected by such shares are elected; votes against the director and votes withheld shall have no legal effect.

Section 11. Voting of Shares by Certain Holders. Shares registered in the name of another corporation, domestic or foreign, may be voted by any officer, agent, proxy or other legal representative authorized to vote such shares under the law of incorporation and bylaws of such corporation. A corporation may treat the president or other person holding the position of chief executive officer of such other corporation as authorized to vote such shares, together with any other person indicated and any other holder of an office indicated by the corporate shareholder to the corporation as a person or an office authorized to vote such shares. Such

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persons and offices indicated shall be registered by the corporation on the transfer books for shares and included in any voting list prepared in accordance with the Oklahoma General Corporation Act. Shares standing in the name of a minor may be voted and the corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the nonage, unless a guardian of the minor’s property has been appointed and written notice of such appointment given to the corporation. If authorized to vote the shares by the power of attorney by which the attorney in fact was appointed, shares held by or under the control of an attorney in fact may be voted and the corporation may treat all rights incident thereto as exercisable by the attorney in fact, in person or by proxy, without the transfer of the shares into the name of the attorney in fact. Shares registered in the name of a deceased person or a person under legal disability may be voted by his administrator, executor, court-appointed guardian, conservator, or custodian either in person or by proxy, without a transfer of such shares into the name of such administrator, executor, court-appointed guardian, conservator, or custodian. Shares registered in the name of a trustee may be voted by him, either in person or by proxy. Shares registered in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver’s name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed. Except where otherwise agreed in writing by the parties, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of a corporation owned by its subsidiary shall not be entitled to vote on any matter. Shares held by the issuing corporation in a fiduciary capacity, and shares of an issuing corporation held in a fiduciary capacity by its subsidiary, shall not be entitled to vote on any matter, except as follows: (a) to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the corporation binding instructions as to how to vote such shares; (b) where there are one or more co-trustees who are not affected by the prohibition of this subdivision, in which case the shares may be voted by the co-trustees as if it or they are the sole trustee.

Section 12. Inspectors. At any meeting of shareholders, the chairman of the meeting may, or upon the request of any shareholder shall, appoint one or three persons as inspectors for such meeting, unless an inspector or inspectors shall have been previously appointed for such meeting by resolution of the board of directors. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders. Each report of an inspector shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 13. Informal Action by Shareholders. Any action required to be taken at any annual or special meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders other than the election of directors, may be taken without a meeting

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and without a vote if a consent in writing, setting forth the action so taken, shall be signed (a) if ten days prior notice of the consummation of the proposed action is given in writing to all of the shareholders entitled to vote with respect to the subject matter thereof, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting or (b) by all of the shareholders entitled to vote with respect to the subject matter thereof. Prompt notice of the taking of the action without a meeting by less than unanimous consent shall be given in writing to those shareholders who have not consented in writing. Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors.

Section 14. Voting by Ballot. Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any shareholder entitled to vote shall demand that voting be by ballot.

Section 15. Organization of Meetings. At each meeting of shareholders, one of the following officers shall act as chairman and shall preside thereat, in the following order of precedence: the president; any vice president acting in place of the president as provided by these by-laws; any person designated by the affirmative vote of the holders of a majority of the shares represented at the meeting in person or by proxy and entitled to vote.

ARTICLE III

DIRECTORS

Section 1. Powers. The business and affairs of the corporation shall be managed by or under the direction of its board of directors.

Section 2. Number, Tenure and Qualifications. The number of directors of the corporation shall be one until such time as the corporation has more than one shareholder or as otherwise required by law. The terms of all directors expire at the next annual meeting of shareholders following their election. Despite the expiration of a director’s term, that director continues to serve until the next meeting of shareholders at which directors are elected or until that director’s earlier resignation or removal. A director need not be a resident of the State of Oklahoma or a shareholder of the corporation.

Section 3. Place of Meetings. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Oklahoma.

Section 4. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of shareholders. Other regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

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Section 5. Special Meetings. Special meetings of the board of directors may be called by the chairman, the president, the vice-president, or the secretary, and shall be called by the president or secretary on the written request of two directors.

Section 6. Notice. Written notice of any special meeting shall be given at least four days before the meeting to each director at his business address or at least 48 hours before the meeting if delivered personally or by telephone or telegraph. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. Unless the number of directors is one, a majority of the number of members of the board of directors, as provided in Section 2 of this Article III, shall constitute a quorum for the transaction of business at any meeting of the board of directors, and the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. If less than a majority of such number of directors are present at the meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 8. Vacancies. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors, or by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected by the shareholders to fill a vacancy shall hold office for the balance of the term for which that director was elected. A director appointed to fill a vacancy shall serve until the next meeting of shareholders at which directors are to be elected.

Section 9. Informal Action by Directors. Any action required to be taken at a meeting of the board of directors, or any other action which may be taken at a meeting of the board of directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors, or by all the members of such committee, as the case may be. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors. All the approvals evidencing the consent shall be delivered to the secretary to be filed in the corporate records. The action taken shall be effective when all the directors have approved the consent unless the consent specifies a different effective date. Any such consent signed by all the directors or all the members of a committee shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Secretary of State of Oklahoma under the Oklahoma General Corporation Act.

Section 10. Participation with Communications Equipment. Members of the board of directors or of any committee of the board of directors may participate in and act at any

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meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

Section 11. Compensation of Directors. The board of directors shall have the authority to fix the compensation of directors by the affirmative vote of a majority of the directors then in office and irrespective of any personal interest of any of its members. In addition, the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be compensated additionally for so serving.

Section 12. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless the dissent of that director shall be entered in the minutes of the meeting or unless that director shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 13. Committees. The board of directors may create one or more committees, each having two or more members of the board of directors, who serve at the pleasure of the board of directors. To the extent specified by the board of directors, each committee may exercise the authority of the board of directors in the management and direction of the corporation, provided that a committee may not (a) approve any action which also requires shareholders’ approval or approval of the outstanding shares; (b) fill vacancies on the board or in any committee; (c) fix the compensation of the directors for serving on the board or on any committee; (d) amend or repeal the bylaws or adopt new bylaws; (e) amend or repeal any resolution of the board which by its express terms is not so amendable or repealable; (f) authorize a distribution except at a rate, in a periodic amount, or within a price range set forth in the articles or determined by the board; (g) appoint other committees of the board or the members thereof.

ARTICLE IV

OFFICERS

Section 1. Offices. The officers of the corporation shall consist of a chairman, a president, one or more vice presidents (the number, seniority and any other designations thereof to be determined by the board of directors), a secretary and a chief financial officer, and such other officers as may be elected by the board of directors. Any two or more offices may be held by the same person.

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Section 2. Annual Election. At the first meeting after each annual meeting of shareholders, the board of directors shall elect a president, one or more vice presidents, a secretary and a chief financial officer. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.

Section 3. Additional Officers and Agents. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. Compensation of Officers. The compensation of all officers and agents of the corporation shall be fixed by or under the direction of the board of directors. No officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director of the corporation.

Section 5. Term of Office and Vacancy. Each elected officer shall hold office until a successor is elected and qualified or until such officer’s earlier resignation or removal. Any vacancy occurring in any office of the corporation shall be filled by the board of directors for the unexpired portion of the term. Each appointed officer shall serve at the pleasure of the board of directors. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 6. Removal. Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 7. President. The president shall (a) be the chief executive officer of the corporation, and shall have supervision over and be in charge of the business of the corporation and its other officers and its employees and agents, subject to the control of the board of directors; (b) be authorized to execute all documents in the name and on behalf of the corporation; and (c) perform all duties incident to the office of president and such other duties as the board of directors may from time to time prescribe.

Section 8. Vice Presidents. In the absence of the president or in the event of the inability or refusal of the president to act, the vice president (or in the event there is more than one vice president, the vice presidents in the order of seniority of title, or in the event of equal seniority, then in the order designated, or in the absence of any designation, then in the order named in the most recent resolution providing for the annual election of officers) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president shall perform such other duties and have such other powers as the board of directors or the president may from time to time prescribe.

Section 9. Secretary. The secretary shall (a) attend meetings of the board of directors and meetings of the shareholders and record minutes of the proceedings of the meetings of the shareholders and of the board of directors, and when required, shall perform like duties for the committees of the board; (b) assure that all notices are duly given in accordance with the

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provisions of these by-laws or as required by law; (c) maintain custody of the corporate records of the corporation; (d) keep or cause to be kept a register of the post office address of each shareholder as furnished to the secretary by such shareholders; (e) sign with the president or a vice president certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the board of directors; (f) have charge of the stock transfer books of the corporation and authority over a stock transfer agent, if any; (g) certify copies of the by-laws, resolutions of the shareholders and board of directors and committees thereof and other documents of the corporation as true and correct copies thereof; and (h) perform all duties incident to the office of secretary and such other duties as the board of directors or the president may from time to time prescribe.

Section 10. Assistant Secretaries. The assistant secretary, or if there is more than one, the assistant secretaries respectively, as authorized by the board of directors, may sign with the president or a vice president certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the board of directors, and shall, in the absence of the secretary or in the event of the inability or refusal of the secretary to act, perform the duties and exercise the powers of the secretary, and shall perform such other duties as the board of directors, the president or the secretary may from time to time prescribe.

Section 11. Chief Financial Officer. The chief financial officer shall (a) have custody of the funds and securities of the corporation; (b) deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors; (c) maintain adequate accounts of the corporation; (d) disburse the funds of the corporation as may be ordered by the board of directors; (e) submit financial statements to the president and the board of directors; and (f) perform all duties incident to the office of treasurer and such other duties as the board of directors or the president may from time to time prescribe.

Section 12. Assistant Treasurers. The assistant treasurer, or if there is more than one, the assistant treasurers respectively, as authorized by the board of directors, shall, in the absence of the treasurer or in the event of the inability or refusal of the treasurer to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors, the president or the treasurer may from time to time prescribe.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The board of directors may authorize any officer or officers, or agent or agents, to enter into any contract and execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

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Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Notes. All checks, drafts or other orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the corporation, shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

Section 4. Deposits. All funds of the corporation other than petty cash shall be deposited to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE VI

SHARES

Section 1. Issued Shares. The issued shares of the corporation may be represented by certificates, or may be uncertificated shares, in either case in whole or in part, as determined and authorized by the board of directors.

Section 2. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as may be determined by the board of directors. Such certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary. If a certificate is countersigned by a transfer agent or registrar, other than the corporation itself or its employee, any other signatures or countersignature on the certificate may be facsimiles. If any officer of the corporation, or any officer or employee of the transfer agent or registrar, who has signed or whose facsimile signature has been placed upon such certificate ceases to be an officer of the corporation, or an officer or employee of the transfer agent or registrar, before such certificate is issued, the certificate may be issued by the corporation with the same effect as if the officer of the corporation, or the officer or employee of the transfer agent or registrar, had not ceased to be such at the date of its issue. Certificates for shares shall be individually numbered or otherwise individually identified. Each certificate for shares shall state the name of the registered owner of the shares in the stock ledger, the number and the class and series, if any, of such shares, and the date of issuance of the certificate.

Section 3. Uncertificated Shares. The board of directors may provide by resolution that some or all of any or all classes and series of its shares shall be uncertificated shares, and may provide an election by individual shareholders to receive certificates or uncertificated shares and the conditions of such election, provided that such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Within a reasonable time after the registration of issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the Oklahoma General Corporation Act or these by-laws. Except as otherwise expressly provided by law, the rights and obligations

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of the holders of uncertificated shares and rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

Section 4. Registration of Transfers of Shares. Transfers of shares shall be registered in the records of the corporation upon request by the registered owner thereof in person or by a duly authorized attorney, upon presentation to the corporation or to its transfer agent (if any) of a duly executed assignment and other evidence of authority to transfer, or proper evidence of succession, and, if the shares are represented by a certificate, a duly endorsed certificate or certificates for shares surrendered for cancellation, and with such proof of the authenticity of the signatures as the corporation or its transfer agent may reasonably require. The person in whose name shares are registered in the stock ledger of the corporation shall be deemed the owner thereof for all purposes as regards the corporation.

Section 5. Lost Certificates. The corporation may issue a new share certificate in the place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact, by the person claiming the share certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or the owner’s legal representative, to advertise the same in such manner as it shall require or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE VII

OTHER PROVISIONS

Section 1. Distributions. The board of directors may authorize, and the corporation may make, distributions to its shareholders, subject to any restriction in the articles of incorporation and subject to any limitations provided by law.

Section 2. Fiscal Year. The fiscal year of the corporation shall be fixed, and shall be subject to change, by the board of directors.

Section 3. Seal. The board of directors may, but shall not be required to, provide by resolution for a corporate seal, which may be used by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

Section 4. Indemnification of Directors and Officers. Each person who is or was a director or officer of the corporation, and each person who serves or served at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (and the heirs, executors, administrators and estates of any such persons), shall be indemnified by the corporation in accordance with, and to the fullest extent authorized by, the Oklahoma General Corporation Act as it may be in effect from time to time. The corporation shall report any indemnification or advance payment pursuant to this section in writing to the shareholders with or before the notice of the next shareholders meeting.

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Section 5. Annual Financial Report to Shareholders. The board of directors is not required to submit to the shareholders an annual report.

ARTICLE VIII

EMERGENCY BY-LAWS

Section 1. Emergency Board of Directors. In the event a quorum of the board of directors can not readily be convened for action due to (a) an attack or imminent attack on the United States or any of its possessions, (b) any nuclear or atomic disaster, or (c) any other catastrophe or emergency condition, the vacant director positions shall be filled by the following persons (to the extent they are not already directors and are willing and able to serve) in the following order: the president, the vice presidents in order of seniority, the treasurer, the secretary, any other officers in order of seniority and any other persons in such order as named by the board of directors on any list as it may compile from time to time for purposes of appointing such successor directors. Such new board of directors shall be referred to as the emergency board of directors of the corporation. The initial Chairman of the Board of the emergency board of directors (“Chairman”) shall be the regularly-elected director, if any, who has served on the board of directors for the longest period of time and, if all directors on the emergency board of directors are successor directors appointed pursuant to this Section, the Chairman shall be determined according to the same order of priority as such successor directors are appointed pursuant to this Section. The directors appointed pursuant to this Section shall serve until the next annual or special meeting of shareholders at which directors are to be elected.

Section 2. Powers. The emergency board of directors shall have all of the rights, powers and duties of the board of directors except such emergency board of directors may not amend the Articles of Incorporation of the corporation nor approve a merger, sale of all or substantially all of the assets of the corporation, liquidation or dissolution.

Section 3. Notice of Meetings. Notice of any meeting of the emergency board of directors held during any emergency described in Section 1 of this Article VIII may be given only to such directors or successor directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including, without limitation, publication or radio.

Section 4. Liability. No officer, director or employee of the corporation acting in accordance with this Article VIII shall be liable to the corporation, except for willful misconduct.

Section 5. By-laws. To the extent not inconsistent with this Article VIII, the bylaws of the corporation shall remain in effect during any emergency described in Section 1 of this Article VIII.

Section 6. Interpretation. If, by operation of law or otherwise, any of the provisions of this Article VIII are deemed to be invalid or not controlling, such provisions shall be construed by any court or agency having competent jurisdiction as a determinative factor evidencing the intent of the corporation.

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ARTICLE IX

AMENDMENTS

These by-laws may be altered, amended or repealed, and new by-laws may be adopted, at any meeting of, or by informal action of, the shareholders and the board of directors except as provided otherwise by the Oklahoma General Corporation Act.

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EX-3.43

Exhibit 3.43

CERTIFICATE OF INCORPORATION
OF
PHYSICIANS SURGICAL CARE MANAGEMENT, INC.

FIRST: The name of the corporation is Physicians Surgical Care Management, Inc.

SECOND: The address of the registered office of the corporation in the State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901, Kent County. The name of the registered agent of the corporation at such address is National Registered Agents, Inc.

THIRD: The nature of the business or purposes to be conducted or promoted by the corporation is to engage in any lawful business, act or activity for which corporations may be organized under the General Corporation law of the State of Delaware. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatsoever.

FOURTH: The aggregate number of shares of all classes which the corporation shall have authority to issue is 1,000 shares of common stock having a par value of $0.01 per share.

FIFTH: No holder of shares of stock of the corporation shall have a preemptive right to purchase or subscribe for and receive any shares of any class, or series thereof, of stock of the corporation, whether now or hereafter authorized, or any warrants, option, bonds, debentures or other securities convertible into, exchangeable for or carrying any right to purchase any shares of any class, or series thereof, of stock.

SIXTH: No stockholders of the corporation shall have the right and power to cumulate votes attributable to their shares for the election of directors.

SEVENTH: Election of directors need not be by written ballot, except and to the extent provided in the bylaws of the corporation.

EIGHTH: The incorporator of the corporation in L.M. Wilson, 700 Louisiana, Suite 1900, Houston, Texas 77002.

NINTH: The names and mailing addresses of the persons who are to serve as the directors of the corporation until the first annual meeting of stockholders or until their successors are elected and qualified are as follows:

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Name	Mailing Address
Robert L. Schwing	5847 San Felipe, Suite 4295
	Houston, Texas 77057
Walter E. Schwing, Jr.	5847 San Felipe, Suite 4295
	Houston, Texas 77057

The number of directors of the corporation shall be fixed as specified or provided for in the bylaws of the corporation.

TENTH: Except as otherwise provided by statute, any action that might have been taken at a meeting of stockholders by a vote of the stockholders may be taken with the written consent of stockholders owning (and by such written consent, voting) in the aggregate not less than the minimum percentage of the total number of shares that by statute, this Certificate of Incorporation, the bylaws of the corporation or an agreement of all of the stockholders are required to be voted with respect to such proposed corporate action; provided, however, that the written consent of a stockholder who would not have been entitled to vote upon the action if a meeting were held shall not be counted; and further provided, that prompt notice shall be given to all stockholders of the taking of such corporate action without a meeting if less than unanimous written consent of all stockholders who have been entitled to vote on the action if a meeting were held is obtained.

ELEVENTH: In furtherance of, and not in limitation of, the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the corporation or adopt new bylaws, without any action on the part of the stockholders; provided, however, that no such adoption, amendment, or repeal shall be valid with respect to bylaw provisions which have been adopted, amended, or repealed by the stockholders; and further provided, that bylaws adopted or amended by the Directors and any powers thereby conferred may be amended, altered, or repealed by the stockholders.

TWELFTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them, and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholders thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors; and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or

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class of stockholders of this corporation, as the case stay be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement, the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

THIRTEENTH: A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as & director, except for such liability as is expressly not subject to limitation under the Delaware General Corporation Law, as the same exists or may hereafter be amended to further limit or eliminate such liability. Moreover, the corporation shall, to the fullest extent permitted by law, indemnify any and all officers and directors; of the corporation, and may, to the fullest extent permitted by law or to such lesser extent as is determined in the discretion of the Board of Directors, indemnify any and all other persons whom it shall have power to indemnify, front and against all expenses, liabilities or other matters arising out of their status as such or their acts, omissions or services rendered in such capacities. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability.

FOURTEENTH: The corporation shall have the right, subject to any express provisions or restrictions contained in the Certificate of Incorporation, bylaws of the corporation or written agreement of all of the stockholders of the corporation, from time to time, to amend the Certificate of Incorporation or any provisions thereof in any manner now or hereafter provided by law, and all rights and powers of any kind conferred upon a director or stockholder of the corporation by the Certificate of Incorporation or any amendment thereof are conferred subject to such right.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 8th day of August, 1997.

/s/ L.M. Wilson

L.M. Wilson

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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE

* * * * *

Physicians Surgical Care Management, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is National Registered Agents, Inc. and the present registered office of the corporation is in the county of Kent.

The Board of Directors of Physicians Surgical Care Management, Inc. adopted the following resolution on the 21st day of September, 1999.

Resolved, that the registered office of Physicians Surgical Care Management, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Physicians Surgical Care Management, Inc. has caused this statement to be signed by Robert L. Schwing, its President, this 21st day of September, 1999.

/s/ Robert L. Schwing
Name:	Robert L. Schwing
Title:	President

EX-3.44

Exhibit 3.44

BY LAWS

OF

PHYSICIANS SURGICAL CARE

MANAGEMENT, INC.

Dated:  August 8, 1997

ARTICLE V	OFFICERS
Section	5.1	Number and Title	11
Section	5.2	Term of Office; Vacancies	11
Section	5.3	Removal of Elected Officers	11
Section	5.4	Resignations	11
Section	5.5	The Chairman of the Board	12
Section	5.6	President	12
Section	5.7	Vice Presidents	12
Section	5.8	Secretary	12
Section	5.9	Assistant Secretaries	13
Section	5.10	Treasurer	13
Section	5.11	Assistant Treasurers	13
Section	5.12	Subordinate Officers	14
Section	5.13	Salaries and Compensation	14
ARTICLE VI	INDEMNIFICATION OF DIRECTORS AND OFFICERS		14
ARTICLE VII	CAPITAL STOCK
Section	7.1	Certificates of Stock	15
Section	7.2	Lost Certificates	16
Section	7.3	Fixing Date for Determination of Stockholders of Record for Certain Purposes	16
Section	7.4	Dividends	17
Section	7.5	Registered Stockholders	17
Section	7.6	Transfer of Stock	17
ARTICLE VIII	MISCELLANEOUS PROVISIONS
Section	8.1	Corporate Seal	18
Section	8.2	Fiscal Year	18
Section	8.3	Checks, Drafts, Notes	18
Section	8.4	Notice and Waiver of Notice	18
Section	8.5	Examination of Books and Records	19
Section	8.6	Voting Upon Shares Held by the Corporation	19
ARTICLE IX	AMENDMENTS
Section	9.1	Amendment	20

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PHYSICIANS SURGICAL CARE
MANAGEMENT, INC.

BY LAWS

ARTICLE I

Offices

Section 1.1 Principal Office. The principal office of the Corporation shall be in the City of Houston, Texas.

Section 1.2 Registered Office. The registered office of the Corporation required to be maintained in the State of Delaware by the General Corporation Laws of the State of Delaware, may be, but need not be, identical with the Corporation’s principal office, and the address of the registered office may be changed from time to time by the Board of Directors.

Section 1.3 Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

Stockholders’ Meetings

Section 2.1 Annual Meeting. The annual meeting of the holders of shares of each class or series of stock as are entitled to notice thereof and to vote thereat pursuant to applicable law and the Corporation’s Certificate of Incorporation for the purpose of electing directors and transacting such other proper business as may come before it shall be held in each year, at such time, on such day and at such place, within or without the State of Delaware, as may be designated by the Board of Directors.

Section 2.2 Special Meetings. In addition to such special meetings as are provided by law or the Corporation’s Certificate of Incorporation, special meetings of the holders of any class or series or of all classes or series of the Corporation’s stock for any purpose or purposes, may be called at any time by the Board of Directors and may be held on such day, at such time and at such place, within or without the State of Delaware, as shall be designated by the Board of Directors.

Section 2.3 Notice of Meetings and Adjourned Meetings. Except as otherwise provided by law, written notice of any meeting of Stockholders (i) shall be given either by personal delivery or by mail to each Stockholder of record entitled to vote thereat, (ii) shall be in such form as is approved by the Board of Directors, and (iii) shall state the date, place and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, such written notice shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting. Except when a Stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened, presence in person or by proxy of a Stockholder shall constitute a waiver of notice of such meeting. Further, a written waiver of any notice required by law or by these Bylaws, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Except as otherwise provided by law, the business that may be transacted at any such meeting shall be limited to and consist of the purpose or purposes stated in such notice. If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting.

Section 2.4 Voting Lists. The officer or agent having charge of the stock transfer books for shares of the Corporation shall keep a complete list of Stockholders entitled to vote at meetings or any adjournments thereof, arranged in alphabetical order, in accordance with applicable law and shall make same available prior to and during each Stockholders’ meeting for inspection by the Corporation’s Stockholders as required by law.  The

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Corporation’s original stock transfer books shall be prima facie evidence as to who are the Stockholders entitled to examine such list or transfer books or to vote at any meeting of Stockholders.

Section 2.5 Quorum. Except as otherwise provided by law or by the Corporation’s Certificate of Incorporation, the holders of a majority of the Corporation’s stock issued and outstanding and entitled to vote at a meeting, present in person or represented by proxy, without regard to class or series, shall constitute a quorum at all meetings of the Stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the Stockholders, the holders of a majority of such shares of stock, present in person or represented by proxy, may adjourn any meeting from time to time without notice other than announcement at the meeting, except as otherwise required by these Bylaws, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called.

Section 2.6 Organization. Meetings of the Stockholders shall be presided over by the Chairman of the Board of Directors, if one shall be elected, or in his absence, by the President or by any Vice President, or, in the absence of any of such officers, by a chairman to be chosen by a majority of the Stockholders entitled to vote at the meeting who are present in person or by proxy. The Secretary, or, in his absence, any Assistant Secretary or any person appointed by the individual presiding over the meeting, shall act as secretary at meetings of the Stockholders.

Section 2.7 Voting. Each Stockholder of record, as determined pursuant to Section 2.8, who is entitled to vote in accordance with the terms of the Corporation’s Certificate of Incorporation and in accordance with the provisions of these Bylaws, shall be entitled to one vote, in person or by proxy, for each share of stock registered in his name on the books of the Corporation. Every Stockholder entitled to vote at any Stockholders’ meeting may authorize another person or persons to ‘act for him by proxy pursuant to Section 2.12(c), provided that no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A Stockholder’s attendance at any meeting shall not have the effect of revoking a previously granted proxy unless such Stockholder shall in writing so notify the Secretary of the

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meeting prior to the voting of die proxy. Unless otherwise provided by law, no vote on the election of directors or any question brought before the meeting need be by ballot unless the chairman of the meeting shall determine that it shall be by ballot or the holders of a majority of the shares of stock present in person or by proxy and entitled to participate in such vote shall so demand. In a vote by ballot, each ballot shall state the number of shares voted and the name of the Stockholder or proxy voting. Except as otherwise provided by law, by the Corporation’s Certificate of Incorporation or these Bylaws, all elections of directors and all other matters before the Stockholders shall be decided by the vote of the holders of a majority of the shares of stock present in person or by proxy at the meeting and entitled to vote in the election or on the question. In the election of directors, votes may not be cumulated.

Section 2.8 Stockholders Entitled to Vote. The Board of Directors may fix a date not more than sixty (60) days nor less than ten (10) days prior to the date of any meeting of Stockholders, or, in the case of corporate action by written consent in accordance with the terms of Section 2.10(b), not prior to the date upon which the resolution of the Board of Directors fixing the record date is adopted and not more than ten (10) days after the date upon which the resolution of the Board of Directors fixing the record date is adopted, as a record date for the determination of the Stockholders entitled to notice of and to vote at such meeting and any adjournment thereof, or to act by written consent, and in each case such Stockholders and only such Stockholders as shall be Stockholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting and any adjournment thereof, or to act by written consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid.

Section 2.9 Order of Business. The order of business at all meetings of Stockholders shall be as determined by the chairman of the meeting or as is otherwise determined by the vote of the holders of a majority of the shares of stock present in person or by proxy and entitled to vote without regard to class or series at the meeting.

Section 2.10 Action by Written Consent. Unless otherwise provided by law or the Corporation’s Certificate of Incorporation, any action required or permitted to be taken by the Stockholders of the Corporation may be taken without prior notice and an actual meeting if a consent in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary

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to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Except as provided above, no action shall be taken by die Stockholders by written consent Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those Stockholders who have not consented in writing.

Section 2.11 Authorization of Proxies. Without limiting the manner in which a Stockholder may authorize another person or persons to act for him as proxy, the following are valid means of granting such authority. A Stockholder may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the Stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature. A Stockholder may also authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the Stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 2.12 Inspectors and Voting Procedures.

(a)    The Corporation shall, in advance of any meeting of Stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting

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of Stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

(b)    The inspectors shall (i) ascertain die number of shares outstanding and the voting power of each, (ii) determine the shares represented at a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

(c)    The date and time of the opening and closing of the polls for each matter upon which the Stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a Stockholder shall determine otherwise.

(d)    In determining the validity and counting of proxies and ballots, the inspectors may examine and consider such records or factors as allowed by the General Corporation Laws of the State of Delaware.

ARTICLE III

Directors

Section 3.1 Management. The property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all powers of the Corporation and do all lawful acts and things as are not by law, by the Corporation’s Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the Stockholders.

Section 3.2 Number and Term. The number of directors may be fixed from time to time by resolution of the Board of Directors adopted by the affirmative vote of a majority of the members of the entire Board of Directors, but shall consist of not less than one (1) member who shall be elected annually by the Stockholders except

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as provided in Section 3.4. Directors need not be Stockholders. No decrease in the number of directors shall have the effect of shortening the term of office of any incumbent director.

Section 3.3 Quorum and Manner of Action. At all meetings of the Board of Directors a majority of the total number of directors holding office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Corporation’s Certificate of Incorporation or these Bylaws. When the Board of Directors consists of one director, the one director shall constitute a majority and a quorum. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at such adjourned meeting. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 3.4 Vacancies. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, in the case of any increase in the authorized number of directors or of any vacancy in the Board of Directors, however created, the additional director or directors may be elected, or, as the case may be, the vacancy or vacancies may be filled by majority vote of the directors remaining on the whole Board of Directors although less than a quorum, or by a sole remaining director. In the event one or more directors shall resign, effective at a future date, such vacancy or vacancies shall be filled by a majority of the directors who will remain on the whole Board of Directors, although less than a quorum, or by a sole remaining director. Any director elected or chosen as provided herein shall serve until the sooner of: (i) the unexpired term of the directorship to which he is appointed; (ii) until his successor is elected and qualified; or (iii) until his earlier resignation or removal.

Section 3.5 Resignations. A director may resign at any time upon written notice of resignation to the Corporation. Any resignation shall be effective immediately unless a certain effective date is specified therein, in which event it will be effective upon such date and acceptance of any resignation shall not be necessary to make it effective.

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Section 3.6 Removals. Any director or the entire Board of Directors may be removed, with or without cause, and another person or persons may be elected to serve for the remainder of his or their term by the holders of a majority of the shares of the Corporation entitled to vote in the election of directors. In case any vacancy so created shall not be filled by the Stockholders at such meeting, such vacancy may be filled by the directors as provided in Section 3.4.

Section 3.7 Annual Meetings. The annual meeting of the Board of Directors shall be held, if a quorum be present, immediately following each annual meeting of the Stockholders at the place such meeting of Stockholders took place, for the purpose of organization and transaction of any other business that might be transacted at a regular meeting thereof, and no notice of such meeting shall be necessary. If a quorum is not present, such annual meeting may be held at any other time or place that may be specified in a notice given in the manner provided in Section 3.9 for special meetings of the Board of Directors or in a waiver of notice thereof.

Section 3.8 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors. Except as otherwise provided by law, any business may be transacted at any regular meeting of the Board of Directors.

Section 3.9 Special Meetings. Special meetings of the Board of Directors may be called by the President, or by the Secretary on the written request of one-third (1/3) of the members of the whole Board of Directors stating the purpose or purposes of such meeting. Notices of special meetings, if mailed, shall be mailed to each director not later than two (2) days before the day the meeting is to be held or if otherwise given in the manner permitted by these Bylaws, not later than the day before such meeting. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in any notice or written waiver of notice unless so required by the Corporation’s Certificate of Incorporation or by these Bylaws. Any and all business may be transacted at a special meeting, unless limited by law, the Corporation’s Certificate of Incorporation or by these Bylaws.

Section 3.10 Organization of Meetings. At any meeting of the Board of Directors, business shall be transacted in such order and manner as such Board of Directors may from time to time determine, and all matters

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shall be determined by the vote of a majority of the directors present at any meeting at which there is a quorum, except as otherwise provided by these Bylaws or required by law.

Section 3.11 Place of Meetings. The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, outside the State of Delaware, at any office or offices of the Corporation, or at any other place as they may from time to time by resolution determine.

Section 3.12 Compensation of Directors. Directors shall not receive any stated salary for their services as directors, but by resolution of the Board of Directors a fixed honorarium or fees and expenses, if any, of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending such committee meetings.

Section 3.13 Action by Unanimous Written Consent. Unless otherwise restricted by law, the Corporation’s Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors or the committee.

Section 3.14 Participation in Meetings by Telephone. Unless otherwise restricted by the Corporation’s Certificate of Incorporation or these Bylaws, members of the Board of Directors or of any committee thereof may participate in a meeting of such Board of Directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting in such manner shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

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ARTICLE IV

Committees of the Board

Section 4.1 Membership and Authorities. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one (1) or more Directors to constitute an Executive Committee and such other committees as the Board of Directors may determine, each of which committees to the extent provided in said resolution or resolutions or in these Bylaws, shall have and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Corporation, except in those cases where the authority of the Board of Directors is specifically denied to the Executive Committee or such other committee or committees by law, the Corporation’s Certificate of Incorporation or these Bylaws, and may authorize the seal of the Corporation to be affixed to all papers that may require it. The designation of an Executive Committee or other committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law.

Section 4.2 Minutes. Each committee designated by the Board of Directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 4.3 Vacancies. The Board of Directors may designate one (1) or more of its members as alternate members of any committee who may replace any absent or disqualified member at any meeting of such committee. If no alternate members have been appointed, the committee member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to dissolve, any committee.

Section 4.4 Telephone Meetings. Members of any committee designated by the Board of Directors may participate in or hold a meeting by use of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 4.4 shall constitute presence in person at such meeting, except where a person participates in the meeting

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for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened

Section 4.5 Action Without Meeting. Any action required or permitted to be taken at a meeting of any committee designated by the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the committee and filed with the minutes of the committee proceedings. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE V

Officers

Section 5.1 Number and Title. The elected officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, who must be a Board member of the Board of Directors, and additional Vice Presidents, Assistant Secretaries and/or Assistant Treasurers. One person may hold any two or more of these offices and any one or more of the Vice Presidents may be designated as an Executive Vice President or Senior Vice President.

Section 5.2 Term of Office; Vacancies. So far as is practicable, all elected officers shall be elected by the Board of Directors at the annual meeting of the Board of Directors in each year, and except as otherwise provided in this Article V, shall hold office until the next such meeting of the Board of Directors in the subsequent year and until their respective successors are elected and qualified or until their earlier resignation or removal. All appointed officers shall hold office at the pleasure of the Board of Directors. If any vacancy shall occur in any office, the Board of Directors may elect or appoint a successor to fill such vacancy for the remainder of the term.

Section 5.3 Removal of Elected Officers. Any elected officer may be removed at any time, with or without cause, by affirmative vote of a majority of the whole Board of Directors, at any regular meeting or at any special meeting called for such purpose.

Section 5.4 Resignations. Any officer may resign at any time upon written notice of resignation to the President, Secretary or Board of Directors of the Corporation. Any resignation shall be effective immediately

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unless a date certain is specified for it to take effect, in which event it shall be effective upon such date, and acceptance of any resignation shall not be necessary to make it effective, irrespective of whether the resignation is tendered subject to such acceptance.

Section 5.5 The Chairman of the Board. The Chairman of the Board, if one shall be elected, shall preside at all meetings of the Stockholders and Board of Directors. In addition, the Chairman of the Board shall perform whatever duties and shall exercise all powers that are given to him by the Board of Directors.

Section 5.6 President. The President shall be the chief executive officer of the Corporation; shall (in the absence of the Chairman of the Board, if one be elected) preside at meetings of the Stockholders and Board of Directors; shall be ex officio a member of all standing committees; shall have general and active management of business of the corporation; shall implement the general directives, plans and policies formulated by the Board of Directors; and shall further have such duties, responsibilities and authorities as may be assigned to him by the Board of Directors. He may sign, with any other proper officer, certificates for shares of the Corporation and any deeds, bonds, mortgages, contracts and other documents which the Board of Directors has authorized to be executed, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or these Bylaws, to some other officer or agent of the Corporation. In the absence of the President, his duties shall be performed and his authority may be exercised by a Vice President of the Corporation as may have been designated by the President with the right reserved to the Board of Directors to designate or supersede any designation so made.

Section 5.7 Vice Presidents. The several Vice Presidents shall have such powers and duties as may be assigned to them by these Bylaws and as may from time to time be assigned to them by the Board of Directors and may sign, with any other proper officer, certificates for shares of the Corporation.

Section 5.8 Secretary. The Secretary, if available, shall attend all meetings of the Board of Directors and all meetings of the Stockholders and record the proceedings of the meetings in a book to be kept for that purpose and shall perform like duties for any committee of the Board of Directors as shall designate him to serve. He shall give, or cause to be given, notice of all meetings of the Stockholders and meetings of the Board of Directors and

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committees thereof and shall perform such other duties incident to the office of secretary or as may be prescribed by the Board of Directors or the President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation and he, or any Assistant Secretary, or any other person whom the Board of Directors may designate, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by his signature or by the signature of any Assistant Secretary or by the signature of such other person so affixing such seal.

Section 5.9 Assistant Secretaries. Each Assistant Secretary shall have the usual powers and duties pertaining to his office, together with such other powers and duties as may be assigned to him by the Board of Directors, the President or the Secretary. The Assistant Secretary or such other person as may be designated by the President shall exercise the powers of the Secretary during that officer’s absence or inability to act.

Section 5.10 Treasurer. The Treasurer shall have the custody of and be responsible for the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in the books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation and he shall perform all other duties incident to the position of Treasurer, or as may be prescribed by the Board of Directors or the President. If required by the Board of Directors, he shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 5.11 Assistant Treasurers. Each Assistant Treasurer shall have the usual powers and duties pertaining to his office, together with such other powers and duties as may be assigned to him by the Board of

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Directors, the President or the Treasurer. The Assistant Treasurer or such other person designated by the President shall exercise the power of the Treasurer during that officer’s absence or inability to act.

Section 5.12 Subordinate Officers. The Board of Directors may (i) appoint such other subordinate officers and agents as it shall deem necessary who shall hold their offices for such terms, have such authority and perform such duties as the Board of Directors may from time to time determine, or (ii) delegate to any committee or officer the power to appoint any such subordinate officers or agents.

Section 5.13 Salaries and Compensation. The salary or other compensation of officers shall be fixed from time to time by the Board of Directors. The Board of Directors may delegate to any committee or officer the power to fix from time to time the salary or other compensation of subordinate officers and agents appointed in accordance with the provisions of Section 5.12.

ARTICLE VI

Indemnification of Directors and Officers

(a)         The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was, at any time prior to or during which this Article VI is in effect, a director, officer, employee or agent of the Corporation, or is or was, at any time prior to or during which this Article VI is in effect, serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against reasonable expenses (including attorneys’ fees), judgments, fines, penalties, amounts paid in settlement and other liabilities actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by the General Corporation Laws of the State of Delaware, upon such determination having been made as to such person’s good faith and conduct.

(b)         Expenses (including attorneys’ fees) incurred by a person who is or was a director or officer of the Corporation in appearing at, participating in or defending any threatened, pending or completed action,

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suit or proceeding, whether civil, criminal, administrative or investigative, shall be paid by the Corporation at reasonable intervals in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized by this Article VI.

(c)         It is the intention of the Corporation to indemnify the persons referred to in this Article VI to the fullest extent permitted by law and with respect to any action, suit or proceeding arising from events which occur at any time prior to or during which this Article VI is in effect The indemnification and advancement of expenses provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be or become entitled under any law, the Corporation’s Certificate of Incorporation, these Bylaws, agreement, the vote of Stockholders or disinterested directors or otherwise, or under any policy or policies of insurance purchased and maintained by the Corporation on behalf of any such person, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

(d)         The indemnification provided by this Article VI shall be subject to all valid and applicable laws, and, in the event this Article VI or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article VI shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.

ARTICLE VII

Capital Stock

Section 7.1 Certificates of Stock. Certificates of stock shall be issued to each Stockholder certifying the number of shares owned by him in the Corporation and shall be in a form not inconsistent with the Certificate of Incorporation and as approved by the Board of Directors. The certificates shall be signed by the Chairman of the Board, the President or a Vice President and by the Secretary or an Assistant Secretary, or the Treasurer or an

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Assistant Treasurer and may be sealed with the seal of the Corporation or a facsimile thereof. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

If the Corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by statute, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each Stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 7.2 Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the owner of such certificate, or his legal representative. When authorizing the issuance of a new certificate, the Board of Directors may in its discretion, as a condition precedent to the issuance thereof, require the owner, or his legal representative, to give a bond in such form and substance with such surety as it may direct, to indemnify the Corporation against any claim that may be made on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.

Section 7.3 Fixing Date for Determination of Stockholders of Record for Certain Purposes. (a) In order that the Corporation may determine the Stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of capital stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date,

16

which shall not be more than sixty (60) days prior to the date of payment of such dividend or other distribution or allotment of such rights or the date when any such rights in respect of any change, conversion or exchange of stock may be exercised or the date of such other action. In such a case, only Stockholders of record on the date so fixed shall be entitled to receive any such dividend or other distribution or allotment of rights or to exercise such rights or for any other purpose, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

(b)         If no record date is fixed, the record date for determining Stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 7.4 Dividends. Subject to the provisions of the Corporation’s Certificate of Incorporation, if any, and except as otherwise provided by law, the directors may declare dividends upon the capital stock of the Corporation as and when they deem it to be expedient. Such dividends may be paid in cash, in property or in shares of the Corporation’s capital stock. Before declaring any dividend there may be set apart out of the funds of the Corporation available for dividends, such sum or sums as the directors from time to time in their discretion think proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends, or for such other purposes as the directors shall think conducive to the interests of the Corporation and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 7.5 Registered Stockholders. Except as expressly provided by law, the Corporation’s Certificate of Incorporation or these Bylaws, the Corporation shall be entitled to treat registered Stockholders as the only holders and owners in fact of the shares standing in their respective names and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, regardless of whether it shall have express or other notice thereof.

Section 7.6 Transfer of Stock. Transfers of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by the registered owners thereof, or by their legal representatives or their duly authorized attorneys. Upon any such transfers the old certificates shall be surrendered to the Corporation by the

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delivery thereof to the person in charge of the stock transfer books and ledgers, by whom they shall be cancelled and new certificates shall thereupon be issued.

ARTICLE VIII

Miscellaneous Provisions

Section 8.1 Corporate Seal. If one be adopted, the corporate seal shall have inscribed thereon the name of the Corporation and shall be in such form as may be approved by the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

Section 8.2 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 8.3 Checks, Drafts, Notes. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution (whether general or special) of the Board of Directors or may be prescribed by any officer or officers, or any officer and agent jointly, thereunto duly authorized by the Board of Directors.

Section 8.4 Notice and Waiver of Notice. Whenever nonce is required to be given to any director or Stockholder under the provisions of applicable law, the Corporation’s Certificate of Incorporation or these Bylaws, such notice shall be in writing and delivered either (i) personally, or (ii) by registered or certified mail, or (iii) by telegram, telecopy, or similar facsimile means (delivered during the recipient’s regular business hours). Such notice shall be sent to such director or Stockholder at the address or telecopy number as it appears on the records of the Corporation, unless prior to the sending of such notice he has designated, in a written request to the Secretary of the Corporation, another address or telecopy number to which notices are to be sent. Notices shall be deemed given when received, if sent by telegram, telex, telecopy or similar facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by telex, telecopy or other facsimile means); and when delivered and receipted for (or upon the date of attempted delivery where delivery is refused), if hand-delivered,

18

sent by express courier or delivery service, or sent by certified or registered mail. Whenever notice is required to be given under any provision of law, the Corporation’s Certificate of Incorporation or these Bylaws, a waiver thereof in writing, by telegraph, cable or other form of recorded communication, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Corporation’s Certificate of Incorporation or these Bylaws.

Section 8.5 Examination of Books and Records. The Board of Directors shall determine from time to time whether, and if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may by statute be specifically opened to inspection) or any of them shall be open to inspection by the Stockholders, and the Stockholders’ rights in this respect are and shall be restricted and limited accordingly.

Section 8.6 Voting Upon Shares Held by the Corporation. Unless otherwise provided by law or by the Board of Directors, the Chairman of the Board of Directors, if one shall be elected, or the President, if a Chairman of the Board of Directors shall not be elected, acting on behalf of the Corporation, shall have full power and authority to attend and to act and to vote at any meeting of Stockholders of any corporation in which the Corporation may hold stock and, at any such meeting, shall possess and may exercise any and all of the rights and powers incident to the ownership of such stock which, as the owner thereof, the Corporation might have possessed and exercised, if present. The Board of Directors by resolution from time to time may confer like powers upon any person or persons.

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ARTICLE IX

Amendments

Section 9.1 Amendment. Except as otherwise expressly provided in the Corporation’s Certificate of Incorporation, the directors, by the affirmative vote of a majority of the entire Board of Directors and without the assent or vote of (he Stockholders, may at any meeting make, repeal, alter, amend or rescind any of these Bylaws. The Stockholders shall not make, repeal, alter, amend or rescind any of the provisions of these Bylaws except by the holders of not less than a majority of the total voting power of all shares of stock of the Corporation entitled to vote in the election of directors, considered for purposes of this Article IX as one class.

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EX-3.45

Exhibit 3.45

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

PHYSICIANS SURGICAL CARE, INC.

This Fourth Amended and Restated Certificate of Incorporation of Physicians Surgical Care, Inc. (the “Corporation”) has been duly adopted by its board of directors and stockholders in accordance with Section 242 and 245 of the Delaware General Corporation Law. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 10, 1996, under the name Elm Street Health Management, Inc. The original Certificate of Incorporation was amended and the Amended and Restated Certificate of Incorporation of Physicians Surgical Care, Inc. was filed with the Secretary of State of the State of Delaware on January 21, 1999. The Amended and Restated Certificate of Incorporation of the Corporation was amended and the Second Amended and Restated Certificate of Incorporation of the Corporation was filed with the State of Delaware on June 30, 1999. The Second Amended and Restated Certificate of Incorporation of the Corporation was amended and the Third Amended and Restated Certificate of Incorporation of the Corporation was filed with the State of Delaware on January 28, 2000, and is hereby further amended and restated as follows:

ARTICLE I

NAME

The name of the Corporation is Physicians Surgical Care, Inc.

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of the registered agent of the Corporation in the State of Delaware at the registered office is Corporation Service Company.

ARTICLE III

PURPOSES

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any and all lawful acts or activities for which corporations may be organized under the General Corporation Law of the State of Delaware as now or hereinafter in force. The Corporation shall possess and exercise all of the powers and privileges granted by the General Corporation Law of the State of Delaware, by any other law or by this Certificate, together with all such powers and privileges incidental thereto as may be necessary or convenient to the conduct, promotion or attainment of the purposes of the Corporation.

ARTICLE IV
CAPITALIZATION

The Corporation shall have authority, acting by its Board of Directors, to issue one thousand (1,000) shares of common stock, one cent ($.01) par value per share (the “Common Stock”), such shares entitled to one (1) vote per share on any matter on which shareholders of the Corporation are entitled to vote and such shares being entitled to participation in dividends and to receive the remaining net assets of the Corporation upon dissolution. The number of authorized shares of any class may be increased or decreased (but not below the number of such shares then outstanding) by the affirmative vote of the holders of a majority of the Common Stock.

ARTICLE V

BOARD OF DIRECTORS

The Board of Directors of the Corporation shall consist of not less than two (2) nor more than eleven (11) directors, the exact number to be fixed and determined from time to time by resolution of a majority of the Board of Directors. Any vacancy arising from the early retirement of a director may be filled by the vote of the remaining directors or the shareholders and the term of any such director shall be for the balance of the term of the retiring director.

ARTICLE VI

LIMITATION ON PERSONAL LIABILITY OF DIRECTORS

A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director except for liability: (a) for any breach of the director’s duty of loyalty to the Corporation or its shareholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the General Corporation Law of Delaware (or the corresponding provision of any successor act or law); and (d) for any transaction from which the director derived an improper personal benefit. If the law of the State of Delaware is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors or officers or expanding such liability, then the liability of directors or officers to the Corporation or its shareholders shall be limited or eliminated to the fullest extent permitted by law of the State of Delaware as so amended from time to time. Any repeal or modification of the provisions of this Article VI, either directly or by the adoption of an inconsistent provision of these Articles, shall be prospective only and shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the General Corporation Law of the State of Delaware limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Article VI which occur subsequent to the effective date of such amendment.

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ARTICLE VII
INDEMNIFICATION

(a)     The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the fullest extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan (an “indemnitee”). The Corporation may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan against any liability which may be asserted against such person. To the fullest extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the fullest extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office.

(b)     Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to secure a judgment in its favor against such indemnitee with respect to any claim, issue or matter as to which the indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c)     The rights to indemnification and advancement of expenses set forth in this Article VII are intended to be greater than those which are otherwise provided for in the General Corporation Law of the State of Delaware, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to this Article VII are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the General Corporation Law of the State of Delaware, as amended from time to time. The rights to indemnification and advancement of expenses set forth in this Article VII above are nonexclusive of other similar rights which may be granted by law, these Articles, the Bylaws, a resolution of the Board of Directors or shareholders or an agreement with the Corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

(d)     Any repeal or modification of the provisions of this Article VII, either directly or by the adoption of an inconsistent provision of these Articles, shall be prospective only and shall not adversely affect any right or protection set forth herein existing in favor of a

3

particular individual at the time of such repeal or modification. In addition, if an amendment to the General Corporation Law of the State of Delaware limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Article VII which occur subsequent to the effective date of such amendment.

ARTICLE VIII
AMENDMENTS

The Board of Directors reserves the right from time to time to amend, alter, change or repeal any provision contained in these Articles in the manner now or hereinafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

ARTICLE IX
PREEMPTIVE RIGHTS

The holders of stock of the Corporation shall have no preemptive or preferential right to subscribe for or purchase any stock or securities of the Corporation.

ARTICLE X
PERPETUAL EXISTENCE

The period of existence of the Corporation shall be perpetual.

IN WITNESS WHEREOF, this Fourth Amended and Restated Certificate of Incorporation is hereby signed on behalf of the Corporation this 1st day of April, 2002.

PHYSICIANS SURGICAL CARE, INC.
By:	/s/ Kenneth C. Mitchell
Name:		Kenneth C. Mitchell
Title:		Vice President

4

EX-3.46

Exhibit 3.46

AMENDED AND RESTATED BYLAWS
OF
PHYSICIANS SURGICAL CARE, INC.

ARTICLE I
ANNUAL MEETING OF STOCKHOLDERS

The annual meeting of stockholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or without the State of Delaware, fixed by the Board of Directors.

ARTICLE II
SPECIAL MEETINGS OF STOCKHOLDERS

Special meetings of the stockholders may be held at any place within or without the State of Delaware upon call of the Board of Directors, the Chairman of the Board of Directors, if any, the President, or the holders of ten percent of the issued and outstanding shares of capital stock entitled to vote.

ARTICLE III
TRANSFER OF CAPITAL STOCK

The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact.

ARTICLE IV
BOARD OF DIRECTORS

The business of the Corporation shall be managed by the Board of Directors consisting of not less than two nor more than fifteen members, such number of directors within such range to be fixed from time to time by action of the Board of Directors. The range in size for the Board of Directors may be increased or decreased by the stockholders. Vacancies in the Board of Directors, whether resulting from an increase in the number of members of the Board of Directors, the removal of members of the Board of Directors with or without cause, or otherwise, may be filled by a vote of a majority of directors of the Board of Directors then in office. Directors may be removed with or without cause by the stockholders.

ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS

Regular meetings of the Board of Directors, if any, may be held without notice of the date, time, place or purpose of the meeting. Special meetings of the Board of Directors may be held at any place within or outside of the State of Delaware upon the call of the Chairman of the Board of Directors, if any, the President or any two directors, which call shall set forth the date, time and place of the special meeting. Written, oral or any other mode of notice of the date, time and place of the meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors.

One-third of the number of the directors then in office, but not less than two directors, shall constitute a quorum.

ARTICLE VI
OFFICERS

The Board of Directors shall elect a President and Secretary, and such other officers as it may deem appropriate. The President, Secretary and any other officer so appointed by the Board of Directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both President and Secretary. Officers shall have the authority and responsibilities given them by the Board of Directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the Board of Directors.

ARTICLE VII
COMMITTEES

By resolution adopted by the majority of the Board of Directors then in office, the directors may designate from among their number one or more directors to constitute an Executive Committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the Board of Directors.

ARTICLE VIII
AMENDMENTS

The Bylaws of the Corporation may be amended or repealed, and additional Bylaws may be adopted, by the stockholders in accordance with the laws of the State of Delaware.

2

EX-3.47

Exhibit 3.47

CERTIFICATE OF INCORPORATION

OF

PREMIER AMBULATORY SURGERY OF DUNCANVILLE, INC.

* * * * *

1. The name of the corporation is

PREMIER AMBULATORY SURGERY OF DUNCANVILLE, INC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City or Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of common shares of stock which the corporation shall have authority to issue is one hundred (100) and the par value of each of such shares is One Cent ($.01) amounting in the aggregate to One Dollar ($1.00).

The holders of common stock shall, upon the issuance or sale of shares of stock of any class (whether now or hereafter authorized) or any securities convertible into such stock, have the right, during such period of time and on such conditions as the board of directors shall prescribe, to subscribe to and purchase such shares or securities in proportion to their respective

holdings of common stock, at such price or prices as the board of directors may from time to time fix and as may be permitted by law.

5. The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
M. A. Brzoska	Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801
K. A. Widdoes	Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801
D. A. Hampton	Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

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Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our

2

act and deed and the facts herein staled are true, and accordingly have hereunto set our hands this 22nd day of February      , 1993.

/s/ M.A. Brzoska

/s/ K.A. Widdoes

/s/ D.A. Hampton

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CERTIFICATE OF CHANCE OF LOCATION

OF REGISTERED OFFICE AND/OR

REGISTERED AGENT

The Board of Directors of Premier Ambulatory Surgery of Duncanville, Inc. a Corporation of Delaware, on this 21st day of August A.D.1996, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is 9 East Loockerman Street, in the City of Dover, County of Kent Zip Code 19901.

The name of the Registered Agent therein and in charge thereof upon whom process against this Corporation may be served is National Registered Agents, Inc., a Corporation of Delaware, does hereby certify that the-foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer this 21st day of August, A.D., 1996.

BY:	/s/ Paul P. Stemler
	Authorized Officer
Paul P. Stemler, Secretary and Treasurer

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

Premier Ambulatory Surgery of Duncanville, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the Stare of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is National Registered Agents, Inc. and the present registered office of the corporation is in the county of Kent

The Board of Directors of Premier Ambulatory Surgery of Duncanville, Inc. adopted the following resolution on the 22nd day of June, 1998.

Resolved, that the registered office of Premier Ambulatory Surgery of Duncanville, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Premier Ambulatory Surgery of Duncanville, Inc. has caused this statement to be signed by William W. Horton, its Vice President, this 22nd day of June, 1998.

/s/ William W. Horton

      Vice President

(Title)

* Any authorized officer or the chairman or Vice-chairman of the Board of Directors may execute this certificate.

EX-3.48

Exhibit 3.48

BYLAWS

OF

PREMIER AMBULATORY SURGERY OF DUNCANVILLE, INC.

TABLE OF CONTENTS

ARTICLE 1:     REFERENCES				1
Section 1.1:			General Corporation Law	1
Section 1.2:			Construction of Terms	1
ARTICLE 2:     STOCKHOLDERS’ AGREEMENT				1
Section 2.1:			Stockholders’ Agreement	1
ARTICLE 3:    OFFICES				1
Section 3.1:			Principal Executive Office	2
Section 3.2:			Other Offices	2
ARTICLE 4:     STOCKHOLDERS				2
Section 4.1:			Annual Meeting	2
Section 4.2:			Special Meetings	2
Section 4.3:			Notice, Waiver of Notice and Exceptions	3
Section 4.4:			Delivery of Notice	3
Section 4.5:			Notice of an Adjourned Meeting	3
Section 4.6:			Record Date For Stockholders	4
Section 4.7:			Proxy Representation	5
Section 4.8:			Quorum and Acts of the Stockholders	5
Section 4.9:			Vote	6
Section 4.10:			Conduct of Meetings	6
Section 4.11:			Ballot	6
Section 4.12:			Consent to Action Without a Meeting	6
ARTICLE 5:    BOARD OF DIRECTORS				7
Section 5.1:			General Function and Power	7
Section 5.2:			Number and Qualifications	7
Section 5.3:			Election and Term of Office	7
Section 5.4:			Resignation	7
Section 5.5:			Removal of Directors	7
Section 5.6:			Filling of Vacancies	8
Section 5.7:			Quorum and Acts of the Board of Directors	8
Section 5.8:			Meetings of the Board of Directors	8
5.8.1		Annual Meeting		8
5.8.2		Regular Meetings		8
5.8.3		Special Meetings		8
Section 5.9:	Notice, Waiver of Notice and Adjourned Notice			9
5.9.1		Notice		9
5.9.2		Waiver of Notice		9
5.9.3		Adjourned Notice		9
Section 5.10:			Location of Meetings; Office	9
Section 5.11:			Meeting Participation by Telephone	9
Section 5.12:			Action by Unanimous Written Consent	9

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Section 5.13:	Approvals	9
Section 5.14:	Compensation of Directors	9
Section 5.15:	Committees of the Board of Directors	9
Section 5.16:	Reliance of Records	10
Section 5.17:	Interested Directors	11
Section 5.18:	Unanimous Vote For Certain Action By The Board Of Directors	12
ARTICLE 6:    OFFICERS		13
Section 6.1:	Officers	13
Section 6.2:	Election and Term	13
Section 6.3:	Resignation	13
Section 6.4:	Removal	13
Section 6.5:	Chairman of the Board	13
Section 6.6:	President	14
Section 6.7:	Chief Financial Officer	14
Section 6.8:	Treasurer	14
Section 6.9:	Secretary	15
Section 6.10:	General Counsel	15
Section 6.11:	Other Officers	15
ARTICLE 7:    INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS		16
Section 7.1:	Indemnification Respecting Third Party Claims	16
Section 7.2:	Indemnification Respecting Derivative Claims	17
Section 7.3:	Determination Of Entitlement To Indemnification	17
Section 7.4:	Right To Indemnification Upon Successful Defense And For Service As A Witness	17
Section 7.5:	Advance Of Expenses	17
Section 7.6:	Indemnification Not Exclusive	18
Section 7.7:	Accrual Of Claims: Successor	18
Section 7.8:	Corporate Obligations: Successors	18
Section 7.9:	Insurance	18
Section 7.10:	Definitions Of Certain Terms	18
ARTICLE 8:    STOCK		19
Section 8.1:	Certificates	19
Section 8.2:	Payment for Stock; Failure to Pay	19
Section 8.3:	Lost, Stolen or Destroyed Stock Certificates	20
ARTICLE 9:    MISCELLANEOUS		20
Section 9.1:	Records:     Storage and Inspection	20
Section 9.2:	Corporate Seal	21
Section 9.3:	Fiscal Year	21
ARTICLE 10:    AMENDMENT		21

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BYLAWS OF

PREMIER AMBULATORY SURGERY OF DUNCANVILLE, INC.

ARTICLE 1: REFERENCES.

Section 1.1:     General Corporation Law. All references in these Bylaws to sections without further description and all references to the “General Corporation Law” refer to the General Corporation Law of the State of Delaware, codified at Title 8, Chapter 1 of the Delaware Code.

Section 1.2:     Construction of Terms.

1.2.1  Definitions in the General Corporation Law will govern the construction of these Bylaws.

1.2.2  The term “the Corporation” refers to Premier Ambulatory Surgery of Duncanville, Inc.

1.2.3  The terms “Certificate” and “Certificate of Incorporation” refer to the Certificate of Incorporation of the Corporation as amended from time to time.

1.2.4  The masculine gender includes the feminine and neuter.

1.2.5  The singular number includes the plural and the plural number includes the singular.

1.2.6  The term “person” includes a corporation as well as a natural person.

1.2.7  The term “Stockholders’ Agreement” means the Stockholders Agreement among Premier Ambulatory Systems, Inc., Robert J. Zasa, Robert C. Williams, Richard L. Jackson, Gerald R. Benjamin, HealthCare Ventures III, L.P., and HealthCare Ventures IV, L.P., Everest Trust and such other persons who later become signatories to the Stockholders’ Agreement, provided that the Agreement has been executed by the parties.

ARTICLE 2: STOCKHOLDERS’ AGREEMENT.

Section 2.1:     Stockholders’ Agreement. Provided that the stockholders named in Section 1.2.7 have executed the Stockholders’ Agreement, then the terms and conditions contained in the Stockholders’ Agreement shall take precedence over any provision of these Bylaws.

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ARTICLE 3: OFFICES.

Section 3.1:     Principal Executive Office. The principal executive office of the Corporation initially will be located within the County of Los Angeles, California. The Board of Directors has the authority to change the location of the principal executive office from one location to another, within or without the State of California.

Section 3.2:     Other Offices. The Board of Directors has the authority to establish other business offices of the Corporation from time to time, at any place or places where the Corporation is qualified to do business.

ARTICLE 4: STOCKHOLDERS.

Section 4.1:     Annual Meeting. The annual meeting of the stockholders will be held between April 1 and April 30, inclusive, on such date and at such time and place as the Board of Directors determines. The purposes of the annual meeting are to elect directors and to transact any other proper business.

If the Board of Directors does not designate the place of the annual meeting, then the meeting will be held at the principal executive office of the Corporation.

Section 4.2:     Special Meetings.

4.2.1  Special meetings of the stockholders may be held for any lawful purpose at such time and place as is stated in the notice of the meeting. Special meetings may be called by the Board of Directors; by the Chairman of the Board, President, Secretary and any other officers authorized by the Board of Directors to call special meetings; and by the holders of shares of stock entitled to cast at least twenty-five percent (25%) of the votes of such meeting. If the notice does not state the place of meeting, then the meeting will be held at the principal executive office of the Corporation.

4.2.2  Upon request for a special meeting of the stockholders made in writing to the chairman, president or secretary by holders of shares of stock entitled to cast at least twenty-five percent (25%) of the votes of such meeting, the officer forthwith will cause notice to be given and delivered to the stockholders entitled to vote at the meeting. The notice will specify that the meeting will be held at the time requested by the requesting holders of stock, but in no event less than thirty-five (35) nor more than sixty (60) days after receipt of the request. If the officer does not give the notice within fourteen (14) days after receipt of the request, the requesting holders of stock may give the notice of the meeting.

Section 4.3:     Notice. Waiver of Notice and Exceptions.

4.3.1  Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given. The written notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided in the General Corporation Law, the written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.

4.3.2  Whenever notice is required to be given under any provision of the General Corporation Law, under the Certificate or under these Bylaws, a written waiver thereof, given by the

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person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholder need be specified in any written waiver of notice.

4.3.3  Whenever notice is required to be given, under any provision of the General Corporation Law, under the Certificate or under these Bylaws, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the Corporation is such as to require the filing of a certificate under the General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

4.3.4  Whenever notice is required to be given under the General Corporation Code, under the Certificate or under these Bylaws, to any stockholder, to whom (i) notice of two (2) consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two (2) consecutive annual meetings, or (ii) all, and at least two (2) payments (if sent by first class mail) of dividends or interest on securities during a twelve (12) month period, have been mailed addressed to such person at his address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the Corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the Corporation is such as to require the filing of a certificate under the General Corporation Law, the certificate need not state that notice was not given to persons to whom notice was not required pursuant to this Section 4.3.4 of the Bylaws.

Section 4.4:     Delivery of Notice. Notice of a meeting of the stockholders will be given either personally, or by first-class mail or other commercially recognized means of written communication. If personal notice, notice is given when communicated. If mailed notice, notice is given when deposited in the Untied States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. If notice by other commercially recognized means of written communication, notice is given when sent to the stockholder at his address as it appears on the records of the Corporation. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 4.5:     Notice of an Adjourned Meeting. When a meeting of the stockholders is adjourned to another time or place, notice need not be given of the adjourned meeting if the new time and place are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed

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for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting as otherwise provided in these Bylaws.

Section 4.6:     Record Date For Stockholders.

4.6.1  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date. The record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and it shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.

If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

4.6.2  In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date. The record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and it shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

4.6.3  In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of shares, or for the purpose of any other lawful action, the Board of Directors may fix a record date. The record date shall not precede the date upon which the resolution fixing the record date is adopted, and it shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopted the resolution relating thereto.

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Section 4.7:     Proxy Representation.

4.7.1  Each stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy. No such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

4.7.2  Without limiting the manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to Section 4.7.1 of these Bylaws, the following shall constitute a valid means by which a stockholder may grant such authority.

4.7.2.1  A stockholder may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

4.7.2.2  A stockholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are not inspectors, such other persons making that determination shall specify the information upon which they relied.

4.7.3  Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to Section 4.7.2 of these Bylaws may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

4.7.4  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

Section 4.8:     Quorum and Acts of the Stockholders.

4.8.1  A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of the stockholders.

4.8.2  In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders.

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4.8.3  Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

4.8.4  Where a separate vote by class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or classes present hi person or represented by proxy at the meeting shall be the act of such class.

Section 4.9:     Vote. Unless otherwise provided in the Certificate and subject to the provisions of Section 213 of the General Corporation Law, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. To the extent the Certificate provides for more or less than one vote for any share, on any matter, every reference in these Bylaws to a majority or other proportion of shares shall refer to such majority or other proportion of the votes of such shares.

Section 4.10:     Conduct of Meetings. Meetings of the stockholders will be presided over by one of the following officers in the following order of seniority and if present and acting: The Chairman of the Board, the President, the Chief Financial Officer and the General Counsel. If none of the foregoing officers is present and acting, a majority of the shares represented at the meeting and entitled to vote will elect a chairperson for the meeting.

The Secretary of the Corporation, or in his absence, an Assistant Secretary, will act as secretary of the meeting. If neither the Secretary nor an Assistant Secretary is present, the chairperson of the meeting will appoint a person to act as the secretary of the meeting.

Section 4.11:     Ballot. Elections of directors at a meeting need not be by ballot unless a stockholder demands election by ballot at the election prior to the vote. In all other matters, voting need not be by ballot.

Section 4.12:     Consent to Action Without a Meeting.

4.12.1  Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting of such stockholders, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book hi which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

4.12.2  Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date consent delivered hi the manner required by this Section 4.12 of the Bylaws to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in Delaware, its principal place

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of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

4.12.3  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. In the event that the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law other than Section 228, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under that other section of the General Corporation Law shall state, in lieu of any statement otherwise required by that other section concerning any vote of stockholders, that written consent has been given in accordance with the provisions of Section 228 of the General Corporation Law, and that written notice has been given as provided in Section 228.

ARTICLES:  BOARD OF DIRECTORS.

Section 5.1:     General Function and Power. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided in the General Corporation Law or in the Certificate.

Section 5.2:     Number and Qualifications.

5.2.1  The authorized number of directors constituting the Board of Directors shall be fixed by the Board Of Directors or by the stockholders, but in no event shall the number of directors exceed five (5). The number of directors may be changed from time to time by an amendment of these Bylaws. No decrease in the authorized number of directors shall have the effect of shortening the term of any incumbent director.

5.2.2  Directors need not be stockholders of the Corporation or residents of any particular state.

Section 5.3:     Election and Term of Office.

5.3.1  The initial director(s) shall be elected by the incorporator(s).

5.3.2  Each director, including directors who are elected to fill any vacancies, shall hold office until the next annual meeting of the stockholders and his successor is elected and qualified, or until his earlier resignation, removal or death.

Section 5.4:     Resignation. Any director may resign at any time upon written notice to the Corporation. A resignation will take effect upon receipt by the Corporation, unless the notice specifies a later time. The Corporation may fill the position of director pursuant to Section 5.6, upon receipt of a notice of resignation, but prior to its effective date, with the election of the new director taking effect with the resignation.

Section 5.5:     Removal of Directors. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

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Section 5.6:     Filling of Vacancies.

5.6.1  The Board of Directors may fill any vacancy in the Board which exists between the annual meeting of the stockholders, or between any special meetings of the stockholders called for the purpose of electing directors. The vacancies may be filled by the vote of a majority of the directors then in office or by a sole remaining director, although less than a quorum exists.

5.6.2  The stockholders may elect a director at any time to fill any vacancy which the Board of Directors is entitled to fill, but which it has not filled.

5.6.3  For purposes of this Section 5.6, “vacancy” includes the office of director being vacant because of the resignation, removal or death of the incumbent. “Vacancy” also includes the office of director being vacant by reason of an increase in the number of directors, which offices have not been filled by the stockholders.

Section 5.7:     Quorum and Acts of the Board of Directors.

5.7.1  A majority of the total number of directors shall constitute a quorum for the transaction of business. Directors having a conflict of interest may be counted in determining if a quorum is present.

5.7.2  The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

5.7.3  The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of disinterested directors.

Section 5.8:     Meetings of the Board of Directors.

5.8.1  Annual Meetings. The annual meeting of the Board of Directors shall be held immediately following the annual meeting of the stockholders, or at such tune and place as may be fixed by the Board of Directors. The purposes of the annual meeting are to elect officers and to transact any other proper business.

If the place of the meeting has not been determined, then the meeting will be held at the principal executive office of the Corporation. If the newly elected Board of Directors meets immediately following the annual meeting of the stockholders at which the directors were elected, then call and notice of the meeting are hereby waived. If the newly elected Board of Directors meets pursuant to a time and place fixed by the Board of Directors, notice of the annual meeting shall be given as in the case of a special meeting of the Board of Directors.

5.8.2  Regular Meetings. Regular meetings of the Board of Directors may be held without notice or waiver thereof if the time and place of such meetings have been established by resolution of the Board.

5.8.3  Special Meetings. Special meetings may be held for any lawful purpose at such time and place as is stated in the notice of the meeting. Special meetings may be called at any tune by

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the Chairman of the Board, the President, the Chief Financial Officer, the General Counsel, the Secretary, or any two (2) directors. If the place of the meeting has not been determined, then the meeting will be held at the principal executive office of the Corporation.

Section 5.9     Notice. Waiver of Notice and Adjourned Notice.

5.9.1  Notice. Special meetings will be held upon prior notice of at least four (4) days. Notice shall be delivered by any means permitted to be used to give notice of a stockholders’ meeting. The notice need not specify the purposes of the meeting.

5.9.2  Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting the lack of notice to the protesting director at or before its commencement.

5.9.3  Adjourned Notice. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than four (4) days, notice of any adjournment to another time or place will be given prior to the time of the adjourned meeting to the directors who were not present at the tune of adjournment.

Section 5.10:     Location of Meetings: Office. The Board of Directors may hold its meetings, and have an office or offices, outside of Delaware.

Section 5.11:     Meeting Participation by Telephone. Members of the Board of Directors or of any committee of the Board of Directors may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 5.11 of the Bylaws shall constitute presence in person at such meeting.

Section 5.12:     Action by Unanimous Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board, or Committee.

Section 5.13:     Approvals. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, will be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals will be filed with the corporate records or made a part of the minutes of the meeting.

Section 5.14:      Compensation of Directors. The Board of Directors has the authority to fix the compensation of directors.

Section 5.15:     Committees of the Board of Directors.

5.15.1  The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board

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of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. No such committee shall have the power or authority in reference to any of the following:

5.15.1.1  Amending the Certificate (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151 (a) of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series);

5.15.1.2  Adopting an agreement of merger or consolidation under Sections 251 or 252 of the General Corporation Law;

5.15.1.3  Recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution;

5.15.1.4  Amending the Bylaws of the Corporation;

5.15.1.5  To declare a dividend;

5.15.1.6  To authorize the issuance of stock; or

5.15.1.7  To adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law.

5.15.2  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified members at any meeting of the committee. In addition, in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

5.15.3  Notice, waiver of notice and adjourned notice of committees of the Board of Directors shall be given as the same are given for the Board of Directors.

Section 5.16:     Reliance of Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors, shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

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Section 5.17:     Interested Directors.

A director of the Corporation, in the exercise of his fiduciary duty to the Corporation, shall disqualify himself from a vote of the Board of Directors with respect to a transaction (an “Interested Transaction”) in which a potential conflict of interest exists between the director and (i) the Corporation or (ii) the stockholders or class of stockholders which designated the director pursuant to the Stockholders’ Agreement. A director shall disqualify himself from any vote of the Board of Directors with respect to Interested Transactions including, but not limited to, the following:

5.17.1  The hiring or retention of a director as an employee of, or consultant to, or provider of services to the Corporation;

5.17.2  The approval or amendment, modification or termination of an employment or retention agreement, or other services contract with a director as an employee of or consultant to, or provider of services to the Corporation, or the waiver of any rights of the Corporation;

5.17.3  The increase in compensation of a director in his capacity as an employee of, or consultant to, or provider of services to the Corporation;

5.17.4  The termination of employment, or retention of a director as an employee of, or consultant to, or provider of services to the Corporation, whether or not such employment or retention is pursuant to an employment or retention agreement, or other services contract, or the determination whether such termination is for cause;

5.17.5  The making of a loan to a director by the Corporation, or the guaranteeing by the Corporation of a loan to a director by a third party;

5.17.6  The indemnification of a director by the Corporation, except as expressly provided for in these Bylaws;

5.17.7  The sale or other transfer of any securities or other property to a director by the Corporation, or the purchase or other acquisition of any securities or other property from a director by the Corporation; and

5.17.8  Any transaction between the Corporation and any member of the family of a director, or any Affiliated Entity (as defined below) of a director or family member of a director.

5.17.9  In the event a Stockholder offers his shares to the Corporation pursuant to the Stockholders Agreement, the offering Stockholder, if a director, shall not participate in a vote of the Board of Directors to consider whether the Corporation will purchase the offered shares. In the event all the directors disqualify themselves from voting with respect to an Interested Transaction on the agenda of the Board of Directors, the Secretary shall promptly call a special meeting of stockholders to vote upon an increase in the number of directors and the election of directors to fill the vacancies created thereby.

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Section 5.18:Unanimous Vote For Certain Action BY The Board Of Directors.

Prior to the effective date of the Corporation’s first Public Offering (as defined in the Stockholders Agreement; the affirmative vote of all of the directors or the unanimous written consent of the directors shall be required to approve any of the actions enumerated below:

5.18.1 The taking of any action, or the agreement to take any action, by the Corporation referred to in Section A.3(b) of Article III of the Certificate of Incorporation of the Corporation;

5.18.2The granting of options to purchase shares of Common Stock (subject to adjustment to prevent dilution), to employees of and consultants to the Corporation or the initiation of any other benefit plan involving capital stock of the Corporation, including but not limited to employee stock ownership plans or any incentive or performance-based compensation arrangements.

5.18.3 The amendment, modification, or termination of the Stockholders’ Agreement, or waiver of any rights of the Corporation thereunder;

5.18.4 The designation of any committee of the Board of Directors, or any member of any a committee, the removal or replacement of any member of any committee of the Board of Directors or the designation of any director as an alternate member of any committee;

5.18.5 The adoption of any resolution proposing an amendment or addition to or a repeal of any provision of the Certificate of Incorporation of the Corporation, or the adoption of any amendment or addition to or a repeal of any provision of these Bylaws;

5.18.6 The commencement of legal proceedings asserting a claim by the Corporation against a director or former director;

5.18.7 The declaration or payment of a dividend or other distribution on any of the capital stock of the Corporation other than the conversion of the Preferred Stock;

5.18.8 The sale or other disposition by the Corporation of assets having a sale price, or creation of consensual liens on assets having a fair market value, in excess of twenty percent (20%) of the consolidated net assets of the Corporation as of the end of the preceding fiscal year in any single transaction or related series of transactions;

5.18.9 The occurrence of any secured or unsecured indebtedness by the Corporation for borrowed money in a total amount in excess of two (2) times the stockholders’ equity of the Corporation, including the Preferred Stock, as of the end of the preceding fiscal year, and any refinancing or refunding of such indebtedness;

5.18.10 Any Interested Transaction and any other transaction between the Corporation and any director or any member of the family of any director, partnership, trust or other entity in which any director or family member of a director has a substantial interest or is an officer, director, trustee, partner or holder of more than five percent (5%) of the capital stock thereof (an “Affiliated Entity”), or any transaction between the Corporation and any officer of the Corporation or any stockholder holding more than five percent (5%) of the outstanding shares of any class or series of

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capital stock of the Corporation (a “5% Stockholder”) or any member of the family or Affiliated Entity of any officer of the Corporation or 5% Stockholder, provided, however, that the affirmative vote of three (3) disinterested directors shall be sufficient to authorize indemnification of a director or officer pursuant to these Bylaws;

5.18.11 The hiring or retention by the Corporation of any employee of or consultant to any person or entity referred to in subparagraph 5.18.10 above; or

5.18.12 Any entry into any line of business other than related to the ownership or management of freestanding surgery centers.

ARTICLE 6: OFFICERS.

Section 6.1:Officers. The officers of the Corporation will be a Chairman of the Board, a President, a Chief Financial Officer, a Treasurer, a Secretary, a General Counsel, if deemed necessary, expedient or desirable by the Board of Directors, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles and duties as determined by the Board of Directors. Any number of offices may be held by the same person.

Section 6.2:Election and Term.

6.2.1 The Board of Directors shall elect the initial officers of the Corporation. The Board of Directors shall fill any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise.

6.2.2 Each officer shall hold his office until his successor is elected and qualified or until his earlier death, resignation or removal.

Section 6.3:Resignation. Any officer may resign at any time upon written notice to the Corporation. A resignation will take effect upon receipt by the Corporation, unless the notice specifies a later time. The Board of Directors may fill the office upon receipt of a notice of resignation, but prior to its effective date, with the appointment taking effect with the resignation.

Section 6.4:Removal. Any officer may be removed, either with or without cause, by action of the Board of Directors. However, removal of an officer does not affect rights or remedies which the Corporation or the officer may have.

Section 6.5:Chairman of the Board.

6.5.1 The Chairman of the Board will have such general powers and duties of management as are usually vested in the office of the chairman of the board.

6.5.2 The Chairman of the Board, if present, will preside at all meetings of the stockholders and at all meetings of the Board of Directors.

6.5.3 The Chairman of the Board will have such other powers and duties as may be prescribed by these Bylaws or the Board of Directors.

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Section 6.6:President.

6.6.1 The President is the chief executive officer of the Corporation. Subject to the control of the Board of Directors, he will have general direction over the operations of the Corporation.

6.6.2 The President will act in the absence or disability of the Chairman of the Board.

6.6.3 The President will have such other powers and duties as may be prescribed by these Bylaws, the Board of Directors or the Chairman of the Board.

6.6.4 The Board of Directors is not required to appoint a President. In the absence of an appointment by the Board of Directors, or the Corporation having entered into a current contract for a President, the Chairman of the Board will hold the title of, and perform the duties of the President.

All other officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as may be prescribed in the resolutions of the Board of Directors designating and choosing such officers or prescribing the authority and duties of the various officers of the corporation, and as are customarily incident to their office, except to the extent that such resolutions may be inconsistent therewith.

Section 6.7:Chief Financial Officer.

6.7.1 The Chief Financial Officer is also a Senior Vice President.

6.7.2 In the absence or disability of the Chairman of the Board and President, the Chief Financial Officer will perform all the duties of the Chairman of the Board. When so acting he will have all of the powers of and be subject to all the restrictions otherwise placed upon the Chairman of the Board.

6.7.3 The Chief Financial Officer will keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles adequate and correct accounts of the financial transactions of the Corporation. The books of account will at all reasonable times be open to inspection by any director.

6.7.4 The Chief Financial Officer will deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors. He will disburse the funds of the Corporation as may be ordered by the Board of Directors, will render to the Chairman of the Board and President and to any director upon request an account of all his transactions and of the financial condition of the Corporation.

6.7.5 The Chief Financial Officer will have such other powers and perform such other duties as may be prescribed by these Bylaws, the Board of Directors, Chairman of the Board, or the President.

Section 6.8:Treasurer.

6.8.1 The Treasurer is responsible for the treasury functions of the Corporation. Subject to the control of the Board of Directors and the Chairman of the Board, he will have general direction over the treasury functions.

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6.8.2 The Treasurer will have such other powers and duties as may be prescribed by these Bylaws, the Board of Directors or the Chairman of the Board.

6.8.3 The Board of Directors is not required to appoint a Treasurer. In the absence of an appointment by the Board of Directors, the Chief Financial Officer will hold the title of, and perform the duties of, the Treasurer.

Section 6.9:Secretary.

6.9.1 The Secretary will keep or cause to be kept at the principal executive office or such other place as the Board of Directors may designate, a book of minutes of all of the meetings of the Board of Directors, of the committees of the Board of Directors, and of the stockholders. These minutes shall include the time and place, whether annual, regular or special and how authorized if special, the notice given, the names of those present at directors’ and committees’ meetings, the number of shares present or represented at stockholders’ meetings and the proceedings and transactions thereof.

6.9.2 The Secretary will keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent, a share register or duplicate share register indicating the names of the stockholders and their addresses, the number, classes and series of shares of stock held by each, the numbers and dates of the certificates representing the same, and the number and date of cancellation of every certificate surrendered for cancellation.

6.9.3 The Secretary will keep the seal of the Corporation in safe custody. The Secretary may provide for duplicates of the seal to maintained at such locations as may be convenient to the Corporation.

6.9.4 The Secretary will have such other powers and perform such other duties as may be prescribed by these Bylaws, the Board of Directors or the Chairman of the Board.

Section 6.10:General Counsel.

6.10.1 The General Counsel is also a Senior Vice President.

6.10.2 In the absence or disability of the Chairman of the Board, the President and the Chief Financial Officer, the General Counsel will perform all the duties of the Chairman of the Board. When so acting he will have all of the powers of and be subject to all the restrictions otherwise placed upon the Chairman of the Board.

6.10.3 The General Counsel will perform or oversee the performance of all legal services necessary or proper for the Corporation.

6.10.4 The General Counsel will have such other powers and perform such other duties as may be prescribed by these Bylaws, the Board of Directors or the Chairman of the Board.

Section 6.11:Other Officers.

6.11.1 All other officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as may be prescribed in the resolutions of the

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Board of Directors designating and choosing such officers or prescribing the authority and duties of the various officers of the corporation, and as are customarily incident to their office, except to the extent that such resolutions may be inconsistent therewith.

ARTICLE 7: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.

Section 7.1:Indemnification Respecting Third Party Claims. The Corporation, to the full extent permitted and in the manner required by the laws of the State of Delaware as in effect at the time of the adoption of this Article or as such laws may be amended from time to time, shall indemnify any person who was or is made a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (including any appeal thereof), whether civil, criminal, administrative or investigative in nature (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or, if at a tune when he was a director, officer, employee or agent of the Corporation was a director, officer, partner, fiduciary, employee or agent (a “Subsidiary Officer”) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (an “Affiliate”), against expense (including attorneys’ fees and disbursements), costs, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, that the Corporation shall not be obligated to indemnify against any amount paid in settlement unless the Corporation has consented to such settlement, which consent shall not be unreasonably withheld. The termination of any action, suit or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his or her conduct was unlawful. Notwithstanding anything to the contrary in the foregoing provisions of this Section, a person shall not be entitled, as a matter of right, to indemnification pursuant to this Section against costs or expenses incurred in connection with any action, suit or proceeding commenced by such person against any person who is or was a director, officer, fiduciary, employee or agent of the Corporation or a Subsidiary Officer of an Affiliate, but such indemnification may be provided by the Corporation in a specific case as permitted by Section 7.4 of this Article.

Section 7.2:Indemnification Respecting Derivative Claims. The corporation, to the full extent permitted, and in the manner required, by the laws of the State of Delaware as in effect at the time of the adoption of this Article or as such laws may be amended from time to time, shall indemnify any person who was or is made a party to or is threatened to be made a party to any threatened, pending or completed action or suit (including any appeal thereof) brought’ in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, is or was serving at the request of, or to represent the interests of, the corporation as a Subsidiary Officer of an Affiliate against expenses (including attorneys’ fees and disbursements) and costs actually and reasonable incurred by such person in connection with such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in

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respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless, and except to the extent that, the Court of Chancery of the State of Delaware or the court in which such judgment was rendered shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense and costs as the Court of Chancery of the State of Delaware or such other court shall deem proper. Notwithstanding anything to the contrary in the foregoing provisions of this Section, a person shall not be entitled, as a matter of right, to indemnification pursuant to this Section against costs and expense incurred in connection with any action or suit in the right of the Corporation commenced by such person, but such indemnification may be provided by the Corporation in any specific case as permitted by Section 7.6 of this Article.

Section 7.3:Determination Of Entitlement To Indemnification. Any indemnification under Section 7.1 or 7.2 of this Article (unless ordered by a court) shall be made by die Corporation only as authorized in the specific case upon a determination that indemnification is proper under the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or 7.2 of this Article. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding in respect of which indemnification is sought, or (ii) if such a quorum is not obtained, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. In the event a request for indemnification is made by any person referred to in Section 7.1 or 7.2, the Corporation shall cause such determination to be made not later than 60 days after such request is made.

Section 7.4:Right To Indemnification Upon Successful Defense And For Service As A Witness.

7.4.1 Notwithstanding the other provisions of this Article, to the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 7.1 or 7.2 of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expense (including attorneys’ fees and disbursements) and costs actually and reasonably incurred by such person in connection therewith.

7.4.2 To the extent any person who is or was a director or officer of the Corporation has served or prepared to serve as a witness in any action, suit or proceeding (whether civil, criminal, administrative or investigative in nature) or in any investigation by or of the Corporation), the Corporation shall indemnify such person against expense (including attorneys’ fees and disbursements) and costs actually and reasonably incurred by such person in connection therewith within 30 days after receipt by the Corporation from such person of a statement requesting such indemnification, averring such service and reasonably evidencing such expenses and costs. The Corporation may indemnify an employee or agent of the Corporation to the same extent it may indemnify any director or officer of the Corporation pursuant to the foregoing sentence of this Section.

Section 7.5:Advance Of Expenses. Expenses and costs incurred by any person referred to in Section 7.1 or 7.2 of this Article in defending a civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized by this Article.

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Section 7.6:Indemnification Not Exclusive. The provision of indemnification to or the advancement of expenses and costs to any person under this Article, or the entitlement of any person to indemnification or advancement of expense and costs under this Article, shall not limit or restrict in any way the power of the Corporation to indemnify or advance expenses and costs to such person in any other ways permitted by law or be deemed exclusive of, or invalidate, any right to which any person seeking indemnification or advancement of expense and costs may be entitled under any law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s capacity as an officer, director, employee or agent of the Corporation and as to action in any other capacity while holding any such position.

Section 7.7:Accrual Of Claims: Successor. The indemnification provided or permitted under this Article shall apply in respect of any expense, cost, judgment, fine, penalty or amount paid in settlement, whether or not the claim or cause of action in respect thereof accrued or arose before or after the effective date of this Article. The right of any person who is or was a director, officer, employee or agent of the Corporation to indemnification under this Article shall continue after he shall have ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, distributees, executors, administrators and other legal representatives of such person.

Section 7.8:Corporate Obligations: Successors. This Article shall be deemed to create a binding obligation on the part of the Corporation to its current and former officers and directors and their heirs, distributees, executors, administrators and other legal representatives, and such persons in acting in such capacities shall be entitled to rely on the provisions of this Article, without giving notice thereof to the Corporation.

Section 7.9:Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of, or to represent the interests of, the Corporation as a Subsidiary Officer of any Affiliated Entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article or applicable law.

Section 7.10:Definitions Of Certain Terms.

7.10.1 For purposes of this Article, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its corporate existence had continued, would have been permitted under applicable law to indemnify its directors, officer, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request, or to represent the interest of, such constituent corporation as a director, officer, employee or agent of any Affiliate shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

7.10.2 For purposes of this Article, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; references to “serving at the request of the Corporation” shall include any service as a director, officer, fiduciary, employee or agent of the Corporation which imposes duties on, or involve services by, such director, officer, fiduciary, employee

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or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

ARTICLE 8: STOCK.

Section 8.1:Certificates.

8.1.1 The shares of the Corporation shall be represented by certificates. The certificates shall state the name of the record holder of the shares represented by them, the kind or the series and the number of shares of stock owned by the holder, the par value if any of the shares of stock represented thereby, and such other statements, as applicable, as prescribed by law or the Board of Directors.

8.1.2 The certificates shall be signed by, or in the name of the Corporation, by the Chairman of the Board, or the President or a Vice President, and by the Treasurer or the Secretary. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 8.2:Payment for Stock: Failure to Pay.

8.2.1 The capital stock of the Corporation shall be paid for in such amounts and at such times as the directors may require. The directors may, from time to time, demand payment, in respect of each share of stock not fully paid, of such sum of money as the necessities of the business may, in the judgment of the Board of Directors, require, not exceeding in the whole the balance remaining unpaid on said stock, and such sum so demanded shall be paid to the Corporation at such times and by such installments as the directors shall direct. The directors shall give written notice of the time and place of such payments, which notice shall be mailed at least thirty (30) days before the time for such payment, to each holder of or subscriber for stock which is not fully paid at his last known postoffice address.

8.2.2 When any stockholder fails to pay any installment or call upon his stock which may have been properly demanded by the directors, at the time when such payment is due, the directors may collect the amount of any such installment or call or any balance thereof remaining unpaid, from the said stockholder by an action at law, or they shall sell at public sale such part of the shares of such delinquent stockholder as will pay all demands then due from him with interest and all incidental expenses, and shall transfer the shares so sold to the purchaser, who shall be entitled to a certificate therefor. Notice of the time and place of such sale and of the sum due on each share shall be given by advertisement at least one (1) week before the sale, in a newspaper of the county in Delaware where the Corporation’s registered office is located, and such notice shall be mailed by the Corporation to such delinquent stockholder at his last known postoffice address, at least twenty (20) days before such sale. If no bidder can be had to pay the amount due on the stock, and if the amount is not collected by an action at law, which may be brought within the county where the Corporation has its registered office, within one (1) year from the date of the bringing of such action at law, the said stock and the amount previously paid in by the delinquent stockholder on the stock shall be forfeited to the Corporation.

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Section 8.3:     Lost, Stolen or Destroyed Stock Certificates. The Corporation may issue a new certificate of stock or uncertificated shares in place of any certificate therefore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

ARTICLE 9: MISCELLANEOUS.

Section 9.1:     Records:  Storage and Inspection.

9.1.1 The Corporation will keep at its principal executive office the original or a copy of the Certificate as amended, and the original or a copy of the Bylaws as amended.

9.1.2 The Corporation will keep at its principal executive office the original or a copy of the minutes of meetings of the stockholders, of the Board of Directors and of the committees of the Board of Directors.

9.1.3 The Corporation will keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its stockholders, listing the names and addresses of all stockholders and the number and class of shares of stock held by each.

9.1.4 Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in this State or at its principal place of business.

9.1.5 If the Corporation, or an officer or agent thereof, refuses to permit an inspection sought by a stockholder or attorney or other agent acting for the stockholder pursuant to Section 9.1.4 of these Bylaws or does not reply to the demand within five (5) business days after the demand has been made, the stockholder may apply to the Court of Chancery for an order to compel such inspection. The Court of Chancery is hereby vested with exclusive jurisdiction to determine whether or not the person seeking inspection is entitled to the inspection sought. The court may summarily order the Corporation to permit the stockholder to inspect the Corporation’s stock ledger, an existing list of stockholders, and its other books and records, and to make copies or extracts therefrom; or the Court may order the Corporation to furnish to the stockholder a list of its stockholders as of a specific date on condition that the stockholder first pay to the Corporation the reasonable cost of obtaining and furnishing such list and on such other conditions as the Court deems appropriate. Where the stockholder seeks to inspect the Corporation’s books and records, other than its stock ledger or list of stockholders, he shall first establish (i) that he has complied with the provisions of Sections 9.1.4 and 9.1.5 respecting the form and manner of making demand for inspection of such documents; and (ii) that the inspection he seeks is for a proper purpose. Where the stockholder seeks to inspect the Corporation’s stock ledger or list of stockholders

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and he has complied with the provisions of these Sections 9.1.4 and 9.1.5 respecting the form and manner of making demand for inspection of such documents, the burden of proof shall be upon the Corporation to establish that the inspection he seeks is for an improper purpose. The court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other or further relief as the court may deem just and proper. The court may order books, documents and records, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within the State of Delaware and kept in the State upon such terms and conditions as the order may prescribe.

9.1.6 The term “stockholder” in Sections 9.1.4 and 9.1.5 includes only stockholders of record.

9.1.7 Any director shall have the right to examine the Corporation’s stock ledger, a list of its stockholders and its other books and records for a purpose reasonably related to his position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The court may summarily order the Corporation to permit the director to inspect any and all books and records, the stock ledger and the stock list and to make copies or extracts therefrom. The court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the court may deem just and proper.

Section 9.2:Corporate Seal. The Board of Directors will adopt, and may alter, a corporate seal. The corporate seal will be in such form as the Board of Director may prescribe.

Section 9.3:Fiscal Year. The fiscal year shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE 10: AMENDMENT.

The Bylaws may be amended or repealed or new Bylaws may be adopted by the Board of Directors pursuant to Section 5.18.5, or by the stockholders.

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CERTIFICATE OF SECRETARY

I hereby certify that the foregoing is a true and correct copy of the Bylaws of Premier Ambulatory Surgery of Duncanville, Inc. as adopted by the Board of Directors as of March 1, 1993 and that as of March 1, 1993, the foregoing Bylaws have not been changed and they remain in full force and effect.

By:		/s/ Robert C. Williams
	Robert C. Williams, Secretary Premier Ambulatory Surgery of Duncanville, Inc.

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EX-3.49

Exhibit 3.49

CERTIFICATE OF FORMATION

OF

PSC DEVELOPMENT COMPANY, LLC

This Certificate of Formation of PSC Development Company, LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act (“Act”).

1.The name of the Company is PSC Development Company, LLC.

2.The name and address of the registered agent of the Company shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

3.The address of the registered office of the Company in Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned, an authorized person or agent or attorney-in-fact of the Company, has caused this Certificate of Formation to be duly executed as of the 29th day of December, 1999.

/s/ Mauricio Rondon

Mauricio Rondon

Authorized Agent

EX-3.50

Exhibit 3.50

LIMITED LIABILITY COMPANY AGREEMENT

OF

PSC DEVELOPMENT COMPANY LLC

A Delaware Limited Liability Company

This Limited Liability Company Agreement of PSC Development Company LLC (this “Agreement”) is entered into by Physicians Surgical Care, Inc., a Delaware corporation (the “Member”), as of January 1, 2000. In consideration of the covenants, conditions and agreements contained herein, the Member, who upon the date hereof is the sole member of the Company, hereby determines as follows:

1.Formation. PSC Development Company LLC (the “Company”) is a limited liability company organized under the provisions of the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Certificate of Formation (the “Certificate”) was filed on December 29, 1999 with the Secretary of State of the State of Delaware.

2.Name.The name of the Company is, and the business of the Company shall be conducted under the name of, “PSC Development Company LLC.”

3.Term. The Company commenced its existence on the effective date of the filing of the Certificate and shall continue in existence until it is dissolved and terminated by the affirmative action of the Member.

4.Office.The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate, or such other place as the Member may designate in the manner provided by law. The registered agent for service of process at such address shall be the initial registered agent named in the Certificate, or such other person as the Member may designate in the manner provided by law.

5.Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which a limited liability company may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

6.Member. The name and business or mailing address of the Member is:

Physicians Surgical Care, Inc.

5847 San Felipe, Suite 2375

Houston, Texas 77057

Attention: Walter E. Schwing Chief Executive Officer)

7.Management. The Management of the Company is fully reserved to the Member, and the Company shall not have “managers,” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, who shall make all decisions and take all actions for the Company.

8.Officers; Day-to-Day Management.

(a)The Member may appoint agents of the Company, which agents shall be referred to as “Officers” of the Company, having the titles, power, authority and duties described in this Paragraph 8 or as otherwise granted by the Member. Subject to the foregoing, the Officers shall have the full authority to and shall manage, control and oversee the day-to-day business and affairs of the Company and shall perform all other acts as are customary or incident to the management of such business and affairs, which will include the general and administrative affairs of the Company and the operation and maintenance of the Company Assets in accordance with the provisions of this Agreement.

(b)The Officers may include a CEO, President, one or more Vice Presidents, a Secretary, a Treasurer, and one or more Assistant Secretaries and Assistant Treasurers, and any other officer position or title as the Member may desire. Any person may hold two or more offices.

(c)The Officers may be appointed by the Member at such times and for such terms as the Member shall determine. Any Officer may be removed, with or without cause, only by the Member. Vacancies in any office may be filled only by the Member.

(d)In accordance with and subject to the limitations imposed by this Agreement or any direction of the Member, the President, as such, shall (i) supervise generally the other Officers, (ii) be responsible for the management and day-to-day business and affairs of the Company, its other Officers, employees and agents and shall supervise generally the affairs of the Company and (iii) have full authority to execute all documents and take all actions that the Company may legally take.

(e)In the absence of the President, each Vice President appointed by the Member shall have all of the powers and duties conferred upon the President, including the same power as the President to execute documents on behalf of the Company. Each such Vice President shall perform such other duties and may exercise such other powers as may from time to time be assigned to him by the Member or the President. Vice Presidents may be designated Executive Vice Presidents, Senior Vice Presidents, or any other title determined by the Member.

(f)The Secretary shall record or cause to be recorded in books provided for that purpose the minutes of meetings or actions of the Member, shall see that all notices are given in accordance with the provisions of this Agreement and as required by law, shall be custodian of all records (other than financial), shall see that the books, reports, statements, certificates and all other documents and records required by Applicable Law are properly kept and filed, and, in general, shall perform all

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duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Member or the President. The Assistant Secretaries shall exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.

(g)The Treasurer shall keep or cause to be kept the books of account of the Company and shall render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Member or the President. The Treasurer, subject to the order of the Member, shall have the custody of all funds and securities of the Company. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as this Agreement, the Member or the President shall designate from time to time. The Assistant Treasurers shall exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving in the absence of the appointed Treasurer and Assistant Treasurer, such other Officer as the Member shall select shall have the powers and duties conferred upon the Treasurer.

(h)The Company may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other persons.

(i)Unless otherwise provided by resolution of the Member, no Officer shall have the power or authority to delegate to any person such Officer’s powers as an Officer to manage the business and affairs of the Company.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up at such time, if any, as the Member may elect. No other event (including, without limitation, an event described in Section 18-801(a)(4) of the Act) will cause the Company to dissolve.

10.Capital Contribution. The Member has contributed to the Company the assets described on Exhibit A attached hereto.

11.Additional Contributions. The Member is not required to but may make additional capital contributions to the Company.

12.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated one hundred percent (100%) to the Member.

13.Distributions. Distributions shall be made one hundred percent (100%) to the Member at the times and in the aggregate amounts determined by the Member.

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14.Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware. In the event of a direct conflict between the provisions of this Agreement and any mandatory, non-waivable provision of the Act, such provision of the Act shall control. If any provision of the Act provides that it may be varied or superseded in a limited liability company agreement (or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter.

15.Indemnification.

(a)To the fullest extent permitted by Law but subject to the limitations expressly provided in this Agreement, each Person who serves in any capacity described below shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including reasonable legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all Claims, whether civil, criminal, administrative or investigative, in which any such Person may be involved, or is threatened to be involved, as a party or otherwise, by reason of such Person’s status as (i) a present or former member of the Company, (ii) a present or former officer of the Company, (iii) a present or former employee, agent or trustee of the Company (such Persons to be indemnified and held harmless, and to be Indemnitees for purposes of this Agreement, only upon approval by the Member), or (iv) a Person serving at the request of the Company in another entity in a similar capacity as that referred to in the immediately preceding clauses (i) or (ii),provided, that in each case the Person described in the immediately preceding clauses (i), (ii), (iii) or (iv) (the “Indemnitee”) acted in good faith and in a manner which such Indemnitee believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Paragraph 15 shall be made only out of the Company Assets.

(b)To the fullest extent permitted by Law, expenses (including reasonable legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Paragraph 15 (a) in defending any Claim shall, from time to time, be advanced by the Company prior to the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Paragraph 15.

(c)The indemnification provided by this Paragraph 15 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of Law or otherwise,

4

both as to actions in the Indemnitee’s capacity as (i) a present or former member, (ii) a present or former officer, employee, agent or trustee of the Company, or (iii) a Person serving at the request of the Company in another entity in a similar capacity, and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d)The Company may purchase and maintain insurance, on behalf of its officers and directors and such other Persons as the Member shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e)For purposes of this Paragraph 15, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by the Indemnitee of such Indemnitee’s duties to the Company also imposes duties on, or otherwise involves services by, the Indemnitee to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to Applicable Law shall constitute “fines” within the meaning of Paragraph 15(a); and action taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of such Indemnitee’s duties for a purpose reasonably believed by such Indemnitee to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Company.

(f)In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g)An Indemnitee shall not be denied indemnification in whole or in part under this Paragraph 15 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction is otherwise permitted by the terms of this Agreement.

(h)The provisions of this Paragraph 15 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(i)No amendment, modification or repeal of this Paragraph 15 or any provision hereof shall in any manner terminate, reduce or impair either the right of any past, present or future Indemnitee to be indemnified by the Company or the obligation of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Paragraph 15 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or

5

relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may be asserted.

(j)No member or officer of the Company shall be liable to the Company or to any member of the Company for any loss suffered by the Company unless such loss is caused by such member, director or officer’s gross negligence, willful misconduct, intentional violation of Law or material breach of this Agreement. No member or officer shall be liable for errors in judgment or for any acts or omissions that do not constitute gross negligence, willful misconduct, intentional violation of law or material breach of this Agreement. Any member or officer may consult with counsel and accountants in respect of Company affairs and, provided such member or officer acts in good faith reliance upon the advice or opinion of such counsel or accountants, such member, director or officer shall not be liable for any loss suffered by the Company in reliance thereon.

(k)The provisions of the indemnification provided in this Paragraph 15 are intended by the Member to apply even if such provisions have the effect of exculpating the Indemnitee from legal responsibility for the consequences of such Person’s negligence, fault or other conduct, subject to limits under Applicable Law.

16.Definitions. As used in this Agreement, the following terms have the respective meanings set forth below (and grammatical variations of such terms have correlative meanings):

“Applicable Law” means any Law to which a specified Person or property is subject.

“Claim” means any and all judgments, claims, causes of action, demands, lawsuits, suits, proceedings, Governmental investigations or audits, losses, assessments, fines, penalties, administrative orders, obligations, costs, expenses, liabilities and damages (whether actual, consequential or punitive), including interest, penalties, reasonable attorney’s fees, disbursements and costs of investigations, deficiencies, levies and duties.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to a corresponding provision of successor law.

“Company Assets” means the tangible and intangible assets and properties of the Company.

“Governmental Authority” (or “Governmental”) means a federal, state, local or foreign governmental authority; a state, province, commonwealth, territory or district thereof; a county or parish; a city, town, township, village or other municipality; a district, ward or other subdivision of any of the foregoing; any executive, legislative or other governing body of any of the foregoing; any agency, authority, board, department, system, service, office, commission, committee, council or

6

other administrative body of any of the foregoing; any court or other judicial body; and any officer, official or other representative of any of the foregoing.

“Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental Authority having valid jurisdiction.

“Person” means the meaning assigned to that term in Section 18-101(12) of the Act and also includes a Governmental Authority and any other entity.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first written above.

MEMBER:
PHYSICIANS SURGICAL CARE, INC.
By:	/s/ Gary Rasmussen
	Gary Rasmussen
	Chief Financial Officer

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EXHIBIT A

Assets Contributed by Physicians Surgical Care, Inc. to the Company

(1)A one hundred percent (100%) interest in Village SurgiCenter, Inc., a Delaware corporation (all of PSC’s one thousand (1000) shares of common stock) which represents a one percent (1%) general partnership interest in Village Surgicenter, L.P., a Delaware limited partnership;

(2)A one-hundred percent (100%) interest in Village SurgiCenter, Inc., a Texas corporation (all of PSC’s one thousand (1,000) shares of common stock).

(3)A twenty-nine percent (29%) interest in Physicians SurgiCenter of Lubbock, L.P., a Texas limited partnership (all of PSC’s twenty-nine (29) Class A limited partnership units) (plus a one percent general partnership interest described below);

(4)A one hundred percent interest in Physicians SurgiCenter of Lubbock, Inc., a Texas corporation (all of PSC’s one thousand (1000) shares of common stock) which represents a one percent (1%) general partner interest in Physicians SurgiCenter of Lubbock, L.P.;

(5)A right to subscribe to a forty-one and 5/10 (41.5%) interest in South Shore Operating Company, L.L.C., a Delaware limited liability company (PSC’s right to subscribe to forty-one and 5/10 (41.5) membership units not yet issued) (plus an additional one percent (1%) interest described below);

(6)A one hundred percent (100%) membership interest in PSC of New York, L.L.C., a Delaware limited liability company (which represents a one percent (1%) interest in South Shore Operating Company, L.L.C.); and

(7)A one hundred percent (100%) interest in East Greenville SurgiCenter, Inc., a Delaware corporation (all of PSC’s one thousand (1000) shares of common stock).

Physicians Surgical Care, Inc.’s Member Interest in the Company

Equity	50,000 membership units
Debt	$378,179.46

9

CONVEYANCE AGREEMENT

This Conveyance Agreement (the “Agreement”), is made effective as of January 1, 2000, by and among Physicians Surgical Care, Inc., a Delaware corporation (“PSC”), PSC Operating Company, LLC, a Delaware limited liability company (“OpsCo”) and PSC Development Company, LLC, a Delaware limited liability company (“DevelCo”).

WITNESSETH:

WHEREAS, OpsCo and DevelCo were both formed on December 29, 1999; and

WHEREAS, in connection with the initial capitalization of these companies, PSC desires to transfer certain of its assets to OpsCo and certain of its assets to DevelCo, in each instance in consideration for all of the membership interests in those companies;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, PSC, OpsCo and DevelCo each hereby covenant and agree as follows:

Section 1.Transfers between PSC and OpsCo. OpsCo will, and does hereby, for and in consideration of the contribution by PSC of the ownership interests in ambulatory surgery center partnerships and limited liability company interests described on Exhibit A attached hereto, issue a one hundred percent (100%) membership interest in OpsCo to PSC. PSC will, and does hereby, and by these presents grant, bargain, convey, transfer, assign, release and deliver unto OpsCo, and its assigns, PSC’s ownership interests described on Exhibit A attached hereto.

Section 2.Transfers between PSC and DevelCo. DevelCo will, and does hereby, for and in consideration of the contribution by PSC of the ownership interests in ambulatory surgery center partnerships and limited liability company interests described on Exhibit B attached hereto, issue a one hundred percent (100%) membership interest in DevelCo to PSC. PSC will, and does hereby, and by these presents grant, bargain, convey, transfer, assign, release and deliver unto DevelCo, and its assigns, PSC’s ownership interests described on Exhibit B attached hereto.

Section 3.Further Assurances. From time to time after the date hereof, and without any further consideration, each party upon request from another shall execute, acknowledge and deliver all such additional instruments, notices and other documents, and will do all such other acts and things, all in accordance with applicable law, as may be reasonably necessary or appropriate to more fully and effectively carry out the purposes and intent of this Agreement.

Section 4.Costs.   PSC will pay all sales, use and similar taxes arising out of the contributions and deliveries to be made hereunder, and shall pay all documentary, filing, recording, transfer, deed, and conveyance taxes and fees required in connection therewith, if any.

Section 5.No Third Party Rights.   The provisions of this Agreement are intended to bind the parties signatory hereto as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

Section 6.Counterparts.   This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto.

Section 7.Governing Law.   This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas applicable to contracts made and to be performed wholly within such state without giving effect to conflict of law principles thereof.

Section 8.Bulk Sales Law Waiver.   With respect to the transfer, assignment and conveyance of the property, assets and interests transferred hereby, the parties hereby waive compliance with the bulk sales laws of any applicable jurisdiction to the extent that any such bulk sales law would apply to such transfer, assignment and conveyance.

Section 9.Severability.   If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity will not invalidate the entire Agreement. Instead, this Agreement will be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment will be made and necessary provision added so as to give effect to the intention of the parties as expressed in this Agreement at the time of execution of this Agreement.

Section 10.Amendment or Modification.   This Agreement may be amended or modified from time to time only by the written agreement of all the parties hereto.

Section 11.Integration.   This Agreement supersedes all previous understandings or agreements between the parties, whether oral or written, with respect to its subject matter. This document is an integrated agreement which contains the entire understanding of the parties. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the parties hereto after the date of this Agreement.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the parties have affixed their signatures and seals, effective the day and year above written.

PHYSICIANS SURGICAL CARE, INC.,
By:	/s/ Gary Rasmussen
	Gary Rasmussen
	Chief Financial Officer
PSC OPERATING COMPANY, LLC,
By:	/s/ Gary Rasmussen
	Gary Rasmussen
	Chief Financial Officer
PSC DEVELOPMENT COMPANY, LLC,
By:	/s/ Gary Rasmussen
	Gary Rasmussen
	Chief Financial Officer

3

EXHIBIT A

Assets Transferred from PSC to OpsCo

(1)A thirty-nine percent (39%) interest in Houston PSC, L.P., a Texas limited partnership (thirty-nine (39) of PSC’s fifty (50) Class B limited partnership units) plus a one percent (1%) general partnership interest (described below);

(2)A one-hundred percent (100%) interest in Houston PSC-I, Inc., a Texas Corporation (one thousand (1000) shares of common stock), which represents a one percent (1%) general partnership interest in Houston PSC, L.P.;

(3)A one hundred percent (100%) interest in Texarkana Surgery Center GP, Inc., a Texas corporation (all of PSC’s one thousand (1000) shares of common stock which represents a sixty (60%) interest in Texarkana Surgery Center, L.P., a Delaware limited partnership);

(4)A forty-three and 5/10 percent (43.5%) interest in Surgical Limited Liability Company, a Louisiana limited liability company d.b.a. Physicians Surgery Center, L.L.C. (one-hundred (100) of PSC’s one hundred thirty six and 2/10 (136.2) Class A membership units);

(5)A forty-five percent (45%) interest in CMMP Surgical Center, L.L.C, a Missouri limited liability company (forty fine (45) of PSC’s sixty (60) Class A membership units).

(6)Goodwill in CMMP Surgical Center, L.L.C. and Surgical Limited Liability Company with a total value equal to $9,197,267.65.

Physicians Surgical Care, Inc’s Member Interest in OpsCo

Equity	1,000,000 membership units
Debt	$15,084,088.44

A-1

EXHIBIT B

Assets Transferred from PSC to DevelCo

(1)A one hundred percent (100%) interest in Village SurgiCenter, Inc., a Delaware corporation (all of PSC’s one thousand (1000) shares of common stock) which represents a one percent (1%) general partnership interest in Village Surgicenter, L.P., a Delaware limited partnership;

(2)A one-hundred percent (100%) interest in Village SurgiCenter, Inc., a Texas corporation (all of PSC’s one thousand (1,000) shares of common stock).

(3)A twenty-nine percent (29%) interest in Physicians SurgiCenter of Lubbock, L.P., a Texas limited partnership (all of PSC’s twenty-nine (29) Class A limited partnership units) (plus a one percent general partnership interest described below);

(4)A one hundred percent interest in Physicians SurgiCenter of Lubbock, Inc., a Texas corporation (all of PSC’s one thousand (1000) shares of common stock) which represents a one percent (1%) general partner interest in Physicians SurgiCenter of Lubbock, L.P.;

(5)A right to subscribe to a forty-one and 5/10 (41.5%) interest in South Shore Operating Company, L.L.C., a Delaware limited liability company ( PSC’s right to subscribe to forty-one and 5/10 (41.5) membership units not yet issued) (plus an additional one percent (1%) interest described below);

(6)A one hundred percent (100%) membership interest in PSC of New York, L.L.C., a Delaware limited liability company (which represents a one percent (1%) interest in South Shore Operating Company, L.L.C.); and

(7)A one hundred percent (100%) interest in East Greenville SurgiCenter, Inc., a Delaware corporation (all of PSC’s one thousand (1000) shares of common stock).

Physicians Surgical Care, Inc.’s Member Interest in DevelCo

Equity	50,000 membership units
Debt	$378,179.46

B-1

FIRST AMENDMENT

TO

CONVEYANCE AGREEMENT

This First Amendment to Conveyance Agreement (the “Amendment”) by and among Physicians Surgical Care, Inc., a Delaware company (“PSC”), PSC Operating Company, LLC, a Delaware limited liability company (“OpsCo”) and PSC Development Company, LLC, a Delaware limited liability company (“DevelCo”), is entered into and consented to, approved, adopted, ratified, confirmed and agreed to by those entities executing this Amendment effective as of January 1, 2000 (the “Effective Date”).

WHEREAS, PSC, OpsCo and DevelCo entered into that certain Conveyance Agreement dated effective as of January 1, 2000 (the “Conveyance Agreement”) whereby PSC purported to grant, bargain, convey, transfer, assign, release and deliver unto DevelCo a one hundred percent (100%) interest in Physicians SurgiCenter of Lubbock, Inc., a Texas corporation (consisting of 1000 shares of common stock of Physicians SurgiCenter of Lubbock, Inc. held by PSC), such interest representing a one percent (1%) general partner interest in Physicians SurgiCenter of Lubbock, L.P.; and

WHEREAS, the general partner of Physicians SurgiCenter of Lubbock, L.P. is incorrectly referred to in the Conveyance Agreement as Physicians SurgiCenter of Lubbock, Inc. and is actually named “Lubbock SurgiCenter, Inc.”; and

WHEREAS, the undersigned entities wish to amend the Conveyance Agreement, and enter into this Amendment as set forth herein, to correct the name of the general partner of Physicians SurgiCenter of Lubbock, L.P. as stated herein; and

WHEREAS, it is the undersigned entities’ intent that this Amendment shall amend and supplement the existing Conveyance Agreement for the purposes described herein.

NOW, THEREFORE, in accordance with the terms of the Conveyance Agreement and in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Conveyance Agreement is hereby amended as follows (all capitalized terms used herein but not otherwise defined shall have the meanings attributed to them in the Conveyance Agreement):

1.Correction. All references to “Physicians SurgiCenter of Lubbock, Inc.” in the Conveyance Agreement and exhibits thereto shall be deleted and replaced with “Lubbock SurgiCenter, Inc.”

2.Ratification: Except as amended by this Amendment, all of the terms and provisions of the Conveyance Agreement are hereby ratified and affirmed in all respects and are incorporated herein by reference.

3.Entire Agreement; Amendment:  The Conveyance Agreement, as amended by this Amendment, constitutes the entire agreement of the parties with regard to the subject matter hereof and supersedes any prior oral or written agreements or understandings. This Amendment (and the Conveyance Agreement, as amended by this Amendment)

may not be amended or modified except through a written agreement executed in accordance with the terms of the Conveyance Agreement.

4.Governing Law: This Amendment is governed by, and construed in accordance with, the laws of the State of Texas applicable to contracts made and to be performed wholly within such State without giving effect to conflict of law principles thereof.

IN WITNESS WHEREOF, each of the undersigned entities have executed this Amendment on the respective dates set forth below its signature, but effective for all purposes as of the Effective Date.

PHYSICIANS SURGICAL CARE, INC.
By:	/s/ Gary W Rasmussen
Name:	Gary W Rasmussen
Title:	CFO
Date:	5-8-01
PSC OPERATING COMPANY, LLC
By:	/s/ Gary W Rasmussen
Name:	Gary W Rasmussen
Title:	Treasurer / Secretary
Date:	5-8-01
PSC DEVELOPMENT COMPANY, LLC
By:	/s/ Gary W Rasmussen
Name:	Gary W Rasmussen
Title:	Treasurer / Secretary
Date:	5-8-01

EX-3.51

Exhibit 3.51

CERTIFICATE OF FORMATION

OF

PSC OF NEW YORK, L.L.C.

This Certificate of Formation of PSC of New York, L.L.C. (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act (“Act”).

1.The name of the Company is PSC of New York, L.L.C.

2.The name and address of the registered agent of the Company shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

3.The address of the registered office of the Company in Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned, an authorized person or agent or attorney-in-fact of the Company, has caused this Certificate of Formation to be duly executed as of the 14th day of July, 1999.

/s/ John W. McCarver

John W. McCarver

Authorized Agent

EX-3.52

Exhibit 3.52

LIMITED LIABILITY COMPANY AGREEMENT

OF

PSC OF NEW YORK, L.L.C.,

a Delaware Limited Liability Company

This Limited Liability Company Agreement (this “Agreement”) of PSC of New York, L.L.C. is entered into by Physicians Surgical Care, Inc., a Delaware corporation (the “Member”) as of July 14, 1999. In consideration of the covenants, conditions and agreements contained herein, the Member, who upon the date hereof is the sole Member, hereby determines as follows:

ARTICLE I

ORGANIZATION OF THE COMPANY

1.Formation.

PSC of New York, L.L.C. (the “Company”) is a limited liability company organized under the provisions of the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Certificate of Formation (the “Certificate”) has been filed on July 14, 1999 with the Secretary of State of the State of Delaware.

2.Name.

The name of the Company is, and the business of the Company shall be conducted under the name of, “PSC of New York, L.L.C.”

3.Term.

The Company commenced its existence on the effective date of the filing of the Certificate and shall continue in existence until it is dissolved and terminated by the affirmative action of the Member.

4.Office.

The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate, or such other place as the Member may designate in the manner provided by law. The registered agent for service of process at such address shall be the initial registered agent named in the Certificate, or such other person as the Member may designate in the manner provided by law.

5.Purposes and Permitted Activities.

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which a limited liability company may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

6.Member.

The name and business or mailing address of the Member is:

Physicians Surgical Care, Inc.

5847 San Felipe, Suite 2375

Houston, Texas 77057-3005

7.Management.

7.1Management by Managers. The Company shall be managed by “managers” (as such term is used in the Act) according to the remaining provisions of this Section 7 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as described in the preceding sentence, the business and affairs of the Company shall be managed by the Managers elected in accordance with Section 7.2 acting exclusively through the Board of Managers of the Company (the “Board”) in accordance with this Agreement. Under the direction of the Board, the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Board and the Officers (subject to Section 7.5 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the merger or other combination or conversion of the Company with or into another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation of, or acquisition of assets of or an interest in, or the contribution of property to,

any person; (xi) the control of any matters affecting the rights and obligations of the Company, including the commencement, prosecution and defense of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xii) issue previously authorized units of membership interests in the Company (“Units”).

7.2Board of Managers.

(a)Composition; Initial Managers. The Board shall initially consist of three (3) natural persons who need not be Members or residents of the State of Delaware (the “Managers”). Each Manager shall be elected as provided in Section 7.2(b). The initial Board shall consist of the persons listed on Schedule I. Subject to any limitations specified by law, the number of Managers may be increased or decreased by resolution adopted by a majority of the Managers then in office. No decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager.

(b)Election and Term of Office. The Managers shall be elected at the annual or any special meeting of the Members (except as otherwise provided in this Agreement). Each Manager elected shall hold office until his successor shall be elected at a meeting of the Members and shall qualify, or until his death, resignation or removal in the manner hereinafter provided.

(c)Resignation. Any Manager may resign at any time by giving written notice to the chief executive officer or the President of the Company. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(d)Removal. At any special meeting of the Members called expressly for that purpose, any Manager or Managers, including all of the Managers, may be removed, either with or without cause, and another person or persons may be elected to serve for the remainder of his or their term by a vote of a Majority entitled to vote at an election of Managers. In case any vacancy so created shall not be filled by the Members at such meeting, such vacancy may be filled by the Managers as provided in Section 7.2(e). Whenever the holders of any class or series of membership interests are entitled to elect one or more Managers by the provisions of this Agreement, only the holders of that class or series of membership interests shall be entitled to vote for or against removal of the Managers elected by the holders of that class or series of membership interests.

(e)Vacancies. Any vacancy occurring in the Managers (except by reason of an increase in the number of Managers) may be filled in accordance with subsection (b) of this Section or may be filled by the affirmative vote of a majority of the remaining Managers though less than a quorum of the Managers or by a sole remaining Manager. A Manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any vacancy

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occurring in the Managers or any managerial position to be filled by reason of an increase in the number of Managers may be filled by election at an annual meeting of Members or special meeting of Members called for that purpose. Notwithstanding the foregoing, whenever the holders of any class or series of Units are entitled to elect one or more Managers by this Agreement, any vacancies, and any newly created Managers of such class or series to be filled by reason of an increase in the number of such Managers, may be filled by the affirmative vote of a majority of the Managers elected by such class or series then in office or by the sole remaining Manager so elected, or by the vote of the holders of the outstanding membership interests of such class or series, and such vacancy shall not in any case be filled by the vote of the remaining Managers or the membership interests as a whole.

(f)Quorum; Required Vote for Board Action. At all meetings of the Managers, the presence of a majority of the number of Managers fixed by or in accordance with this Agreement shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of the Managers at any meeting at which a quorum is present shall be the act of the Managers unless the act of a greater number is required by law, the Certificate or this Agreement. If a quorum shall not be present at any meeting of Managers, the Managers present may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present.

(g)Location; Order of Business. The Board may hold its meetings and may have an office and keep the books of the Company, in such place or places, within or without the State of Delaware, as the Board may from time to time determine by resolution. At all meetings of the Board, business shall be transacted in such order as shall from time to time be determined by resolution of the Board.

(h)Meetings of the Board. Regular meetings of the Board shall be held at such places as shall be designated from time to time by resolution of the Board. Special meetings of the Board may be called by the Chairman of the Board (if any), the President or, upon written request of any Manager, by the Secretary. Such notice of special meeting shall state the purpose or purposes of such meeting. Unless determined by the Board pursuant to resolution, notice of any meeting (whether the first meeting, a regular meeting or a special meeting) shall not be required.

(i)Compensation. Managers, in their capacity as such, shall receive such compensation, if any, for their services as the Board shall determine. In addition, the Managers shall be entitled to be reimbursed by the Company for their respective reasonable out-of-pocket costs and expenses incurred in the course of their services as such.

7.3Meetings of the Members.

(a)Place of Meetings. All meetings of the Members shall be held at the principal office of the Company, or at such other place within or without the State of Delaware as shall be specified or fixed in the notices (or waivers of notice) thereof.

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(b)Quorum; Required Vote for Member Action; Adjournment of Meetings.

(i)Except as expressly provided otherwise by this Agreement, a majority, present in person or represented by proxy, shall constitute a quorum at any such meeting for the transaction of business, and the affirmative vote of the holders of a majority of the Units so present or represented at such meeting at which a quorum is present and entitled to vote thereat shall constitute the act of the Members. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of sufficient Members to destroy the quorum.

(ii)Notwithstanding any other provision in this Agreement to the contrary, the chairman of the meeting of Members or holders of a majority of the Units, present in person or represented by proxy and entitled to vote thereat, whether or not a quorum is present, shall have the power to adjourn such meeting from time to time, without any notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting. If the adjournment is for more than thirty days, or if subsequent to the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at such meeting. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called.

(c)Annual Meetings. An annual meeting of the Members for the election of Managers to succeed those Managers serving on the Board whose terms expire and for the transaction of such other business as may properly be considered at the meeting, shall be held at such place, within or without the State of Delaware, on such date, and at such time as the Board shall fix and set forth in the notice of the meeting, which date shall be within thirteen (13) months subsequent to the later of the date of formation of the Company or the most recent annual meeting of Members. If the Board has not fixed a place for the holding of the annual meeting of Members in accordance with this Section 7.3, such annual meeting shall be held at the principal place of business of the Company.

(d)Special Meetings.

(i)Special meetings of the Members for any proper purpose or purposes may be called at any time by the Chairman of the Board (if any), the Board, the President or the holder(s) of at least 10% of the Units entitled to vote at the proposed special meeting.

(ii)If not otherwise stated in or fixed in accordance with the remaining provisions hereof, the record date for determining Members entitled to call a special meeting shall be the date any Member first signs the notice of that meeting. Only business within the proper purpose or purposes described in the notice (or waiver thereof) required by this Agreement may be conducted at a special meeting of the Members.

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7.4Provisions Applicable to Ali Meetings. In connection with any meeting of the Board or the Members, the following provisions shall apply:

(a)Place of Meeting. Any such meeting shall be held at the principal place of business of the Company, unless the notice of such meeting specifies a different place, which need not be in the State of Delaware.

(b)Waiver of Notice Through Attendance. Attendance of a person at such meeting (including pursuant to Section 7.4(e)) shall constitute a waiver of notice of such meeting, except where such person attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(c)Proxies. A person may vote at such meeting by a written proxy executed by that person and delivered to another Manager, or, in the case of the Members, to another Member or to the Secretary. A proxy shall be revocable unless it is stated to be irrevocable.

(d)Action by Written Consent. Subject to compliance with the notice requirements set forth in Sections 7.2(e) and 7.2(f) to the extent applicable to the particular meeting, any action required or permitted to be taken at such a meeting may be taken without a meeting, and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the Managers or the Members, as applicable, having not fewer than the minimum number of votes that would be necessary to take the action at a meeting at which all Managers or the Members, as applicable, entitled to vote on the action were present and voted.

(e)Meetings by Telephone. The Managers or the Members, as applicable, may participate in and hold meetings by means of conference telephone, video conference or similar communications equipment by means of which all persons participating in the meeting can hear each other.

7.5Officers.

(a)Generally. The Board shall appoint certain agents of the Company, as set forth below in this Section 7.5, to be referred to as “Officers” of the Company. Unless otherwise provided by resolution of the Board, the Officers shall have the titles, power, authority and duties described below in this Section 7.5.

(b)Number, Titles and Term of Office. The Officers of the Company shall include a Chief Executive Officer and a President. The Board may also elect and appoint a Chairman of the Board, one or more Vice Presidents (any one or more of whom may be designated Executive Vice President or Senior Vice President), a Treasurer, a Secretary and such other officers as the Board may from time to time determine. Each Officer shall hold office until his successor shall be duly elected and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person. Except for the Chairman of the Board, if any, no officer need be a Manager.

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(c)Salaries. The salaries or other compensation, if any, of the Officers shall be fixed from time to time by the Board.

(d)Removal. Any Officer elected or appointed by the Board may, subject to any contractual obligations of the Company with respect to such officer, be removed, either with or without cause, by the vote of a majority of the whole Board at any regular meeting, or at a special meeting called for such purpose, provided the notice for such meeting shall specify that such proposed removal will be considered at the meeting; provided, however, that such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Election or appointment of an Officer shall not of itself create contractual rights.

(e)Vacancies. Any vacancy occurring in any office of the Company may be filled by the Board.

(f)Powers and Duties of the Chief Executive Officer. Subject to the control of the Board and the other terms of this Agreement, the Chief Executive Officer shall have general executive charge, management and control of the properties, business and operations of the Company with all such powers as may be reasonably incident to such responsibilities; subject to Section 7.2, he may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Company and may sign all certificates for Units of the Company; and he shall have such other powers and duties as may be assigned to him from time to time by the Board.

(g)Powers and Duties of the Chairman of the Board. The Chairman of the Board (if any) shall preside at all meetings of the Members and of the Board; and he shall have such other powers and duties as may be assigned to him from time to time by the Board.

(h)Powers and Duties of the President. Unless otherwise determined by the Board, the President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Company and he shall, in the absence of the Chairman of the Board or if there be no Chairman of the Board, preside at all meetings of the Members and of the Board; and the President shall have such other powers and duties as may be assigned to him from time to time by the Board.

(i)Vice Presidents. Each Vice President shall perform such duties and have such powers as the Board may from time to time prescribe. In addition, in the absence of the Chairman of the Board (if any) and the President, or in the event of their inability or refusal to act, a Vice President designated by the Board or, in the absence of such designation, the Vice President who is present and who is senior in terms of time as a Vice President of the Company, shall perform the duties of the Chairman of the Board (if any) and the President, as the case may be, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board (if any) and the President, as the case may be; provided, however, that such Vice President shall not preside at meetings of the Board unless he is a Manager.

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(j)Treasurer. The Treasurer (if any) shall have responsibility for the custody and control of all the funds and securities of the Company, and he shall have such other powers and duties as may be prescribed from time to time by the Board. He shall perform all acts incident to the position of Treasurer, subject to the control of the chief executive officer and the Board; the Treasurer shall, if required by the Board, give such bond for the faithful discharge of his duties in such form as the Board may require.

(k)Assistant Treasurers. Each Assistant Treasurer (if any) shall have the usual powers and duties pertaining to his office, together with such other powers and duties as may be prescribed from time to time by the Treasurer, the chief executive officer or the Board. The Assistant Treasurers shall exercise the powers of the Treasurer during the Treasurer’s absence or inability or refusal to act.

(l)Secretary. The Secretary (if any) shall keep the minutes of all meetings of the Board and of the Members in books provided for such purpose; he shall attend to the giving and serving of all notices; he may in the name of the Company affix the seal (if any) of the Company to all contracts of the Company and attest thereto; he may sign with the other appointed Officers all Unit certificates; he shall have charge of the certificate books, transfer books and Unit ledgers, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to inspection by any Manager upon application at the office of the Company during business hours; he shall have such other powers and duties as may be prescribed from time to time by the Board; and he shall in general perform all acts incident to the office of Secretary, subject to the control of the chief executive officer and the Board.

(m)Assistant Secretaries. Each Assistant Secretary (if any) shall have the usual powers and duties pertaining to his office, together with such other powers and duties as may be prescribed from time to time by the chief executive officer, the Board or the Secretary. The Assistant Secretaries may sign with the other appointed Officers all Unit certificates and shall exercise the powers of the Secretary during the Secretary’s absence or inability or refusal to act.

(n)Action with Respect to Securities of Other Companies. Unless otherwise determined by the Board, the Chief Executive Officer or the President, in the absence of the Chief Executive Officer, shall have the power to vote and to otherwise act on behalf of the Company, in person or by proxy, at any meeting of security holders of any other company or entity, or with respect to any action of security holders thereof, in which the Company may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of its ownership of securities in such other company.

(o)Powers of Attorney. The Company may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other persons.

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8.Capital Contribution.

The Member has contributed to the Company the assets described on Exhibit A attached hereto.

9.Additional Contributions.

The Member is not required, but may make, any additional capital contributions to the Company.

10.Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated one hundred percent (100%) to the Member.

11.Distributions.

Distributions shall be made one hundred percent (100%) to the Member of the Company at the times and in the aggregate amounts determined by the Member.

12.Dissolutions.

12.1Events Requiring Dissolution.

The Company shall be dissolved upon the happening of any of the following events:

(a)the occurrence of any event which would make unlawful under the laws of Delaware or the United States of America the continuing existence of the Company;

(b)a vote of a majority in interest of the Members; or

(c)the entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act.

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12.2Distribution Upon Dissolution.

Upon dissolution of the Company, the affairs of the Company shall be wound up in accordance with this Section 7.02. The fair market value of the assets of the Company (other than cash) shall be determined by the Managers. If the Managers are unable to determine the fair market value of the assets, then the fair market value of the assets of the Company (other than cash) shall be determined by an independent appraiser selected by the Managers. Any gains or losses (including unrealized gains and losses from property to be distributed in kind) from disposition shall be allocated among the Members as provided in Article V. Thereafter, the assets of the Company shall be distributed in the following manner and order: (i) first, to the claims of all creditors of the Company, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company and (ii) second, to the Members in accordance with the positive balances in their respective Capital Accounts.

13.Tax Matters.

13.1Preparation of Tax Returns.

The Managers shall arrange for the preparation and timely filing of all returns of Company income, gains, deductions, losses and other items required of the Company for federal and state income or franchise tax purposes and shall use all reasonable efforts to furnish, within 90 days of the close of each taxable year of the Company, the tax information reasonably required by Members for federal and state income or franchise tax reporting purposes.

13.2Tax Elections.

Except as otherwise provided herein, the Managers shall in their sole discretion determine whether to make any available election pursuant to the Code.

13.3Tax Controversies.

Subject to the provisions hereof, the Member is hereby designated the “Tax Matters Partner” (as defined in Section 6231 of the Code) for the Company, and is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including, without limitation, resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. Each Member and Assignee agrees to cooperate with the Tax Matters Partner and to do or refrain from doing any or all things reasonably required by the Tax Matters Partner to conduct such proceedings.

13.4Withholding.

Notwithstanding any other provision of this Agreement, the Managers shall be authorized to take any action that the Managers determine to be necessary or appropriate to cause the Company to comply with any withholding requirements established under the Code or any other federal, state or local law, including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Company is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any

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Member or Assignee (including, without limitation, by reason of Section 1446 of the Code), the amount withheld shall be treated as a distribution of cash in the amount of such withholding from such Member or Assignee.

14.Governing Law.

This Agreement shall be governed by, and construed under, the internal laws of the State of Delaware, without regard to principles of conflicts of laws, with all rights and remedies being governed by said laws. In the event of a direct conflict between the provisions of this Agreement and any mandatory, non-waivable provision of the Act, such provision of the Act shall control. If any provision of the Act provides that it may be varied or superseded in a limited liability company agreement (or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter.

15.Indemnification.

(a)To the fullest extent permitted by Law but subject to the limitations expressly provided in this Agreement, each Person who serves in any capacity described below shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including reasonable legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all Claims, whether civil, criminal, administrative or investigative, in which any such Person may be involved, or is threatened to be involved, as a party or otherwise, by reason of such Person’s status as (i) a present or former member of the Company, (ii) a present or former officer of the Company, (iii) a present or former employee, agent or trustee of the Company (such Persons to be indemnified and held harmless, and to be Indemnitees for purposes of this Agreement, only upon approval by the Managers), or (iv) a Person serving at the request of the Company in another entity in a similar capacity as that referred to in the immediately preceding clauses (i) or (ii), provided, that in each case the Person described in the immediately preceding clauses (i), (ii), (iii) or (iv) (the “Indemnitee”) acted in good faith and in a manner which such Indemnitee believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 15 shall be made only out of the Company Assets.

(b)To the fullest extent permitted by Law, expenses (including reasonable legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 15(a) in defending any Claim shall, from time to time, be advanced by the Company prior to the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of the

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Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 15.

(c)The indemnification provided by this Section 15 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of Law or otherwise, both as to actions in the Indemnitee’s capacity as (i) a present or former member, (ii) a present or former officer, employee, agent or trustee of the Company, or (iii) a Person serving at the request of the Company in another entity in a similar capacity, and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d)The Company may purchase and maintain insurance, on behalf of its officers and directors and such other Persons as the Managers shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e)For purposes of this Section 15, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by the Indemnitee of such Indemnitee’s duties to the Company also imposes duties on, or otherwise involves services by, the Indemnitee to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to Applicable Law shall constitute “fines” within the meaning of Section 15(a); and action taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of such Indemnitee’s duties for a purpose reasonably believed by such Indemnitee to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Company.

(f)In no event may an Indemnitee subject the Member or Managers to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g)An Indemnitee shall not be denied indemnification in whole or in part under this Section 15 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction is otherwise permitted by the terms of this Agreement.

(h)The provisions of this Section 15 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(i)No amendment, modification or repeal of this Section 15 or any provision hereof shall in any manner terminate, reduce or impair either the right of any past, present or future Indemnitee to be indemnified by the Company or the obligation of the Company to indemnify

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any such Indemnitee under and in accordance with the provisions of this Section 15 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may be asserted.

(j)No member or officer of the Company shall be liable to the Company or to any member of the Company for any loss suffered by the Company unless such loss is caused by such member, director or officer’s gross negligence, willful misconduct, intentional violation of Law or material breach of this Agreement. No member or officer shall be liable for errors in judgment or for any acts or omissions that do not constitute gross negligence, willful misconduct, intentional violation of law or material breach of this Agreement. Any member or officer may consult with counsel and accountants in respect of Company affairs and, provided such member or officer acts in good faith reliance upon the advice or opinion of such counsel or accountants, such member, director or officer shall not be liable for any loss suffered by the Company in reliance thereon.

(k)The provisions of the indemnification provided in this Section 15 are intended by the Managers to apply even if such provisions have the effect of exculpating the Indemnitee from legal responsibility for the consequences of such Person’s negligence, fault or other conduct, subject to limits under Applicable Law.

16.Subject to All Laws.

The provisions of this Agreement shall be subject to all valid and applicable laws, including, without limitation, the Act, as now or hereafter amended, and in the event that any of the provisions of this Agreement are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Agreement shall be deemed modified accordingly, and, as so modified, to continue in full force and effect.

17.Amendment.

This Agreement may be amended from time to time by the Managers, in their sole discretion.

18.Definitions. As used in this Agreement, the following terms have the respective meanings set forth below (and grammatical variations of such terms have correlative meanings):

“Applicable Law” means any Law to which a specified Person or property is subject.

“Claim” means any and all judgments, claims, causes of action, demands, lawsuits, suits, proceedings, Governmental investigations or audits, losses, assessments, fines, penalties, administrative orders, obligations, costs, expenses, liabilities and damages (whether actual,

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consequential or punitive), including interest, penalties, reasonable attorney’s fees, disbursements and costs of investigations, deficiencies, levies and duties.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to a corresponding provision of successor law.

“Company Assets” means the tangible and intangible assets and properties of the Company.

“Governmental Authority” (or “Governmental”) means a federal, state, local or foreign governmental authority; a state, province, commonwealth, territory or district thereof; a county or parish; a city, town, township, village or other municipality; a district, ward or other subdivision of any of the foregoing; any executive, legislative or other governing body of any of the foregoing; any agency, authority, board, department, system, service, office, commission, committee, council or other administrative body of any of the foregoing; any court or other judicial body; and any officer, official or other representative of any of the foregoing.

“Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental Authority having valid jurisdiction.

“Person” means the meaning assigned to that term in Section 18-101(12) of the Act and also includes a Governmental Authority and any other entity.

IN WITNESS WHEREOF, the Member has executed this Agreement effective as of the 14th day of July, 1999.

MEMBER:
Physicians Surgical Care, Inc.
By:	/s/ Gary W. Rasmussen
Name:		Gary W. Rasmussen
Title:		CFO

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EXHIBIT A

Capital Contribution; Interest

Member	Capital Contribution		Interest
Physicians Surgical Care, Inc. 5847 San Felipe, Suite 2375 Houston, Texas 77057-3005	$	15,000	100	%

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SCHEDULE I

INITIAL MANAGERS

Walter E. Schwing, Jr.

David W. Budke

Gary W. Rasmussen

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EX-3.53

Exhibit 3.53

CERTIFICATE OF FORMATION

OF

PSC OPERATING COMPANY, LLC

This Certificate of Formation of PSC Operating Company, LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act (“Act”).

1.The name of the Company is PSC Operating Company, LLC.

2.The name and address of the registered agent of the Company shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

3.The address of the registered office of the Company in Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned, an authorized person or agent or attorney-in-fact of the Company, has caused this Certificate of Formation to be duly executed as of the 29th day of December, 1999.

/s/ Mauricio Rondon

Mauricio Rondon

Authorized Agent

EX-3.54

Exhibit 3.54

LIMITED LIABILITY COMPANY AGREEMENT

OF

 PSC OPERATING COMPANY LLC

A Delaware Limited Liability Company

This Limited Liability Company Agreement of PSC Operating Company LLC (this “Agreement”) is entered into by Physicians Surgical Care, Inc., a Delaware corporation (the “Member”), as of January 1, 2000. In consideration of the covenants, conditions and agreements contained herein, the Member, who upon the date hereof is the sole member of the Company, hereby determines as follows:

1.Formation. PSC Operating Company LLC (the “Company”) is a limited liability company organized under the provisions of the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The Certificate of Formation (the “Certificate”) was filed on December 29, 1999 with the Secretary of State of the State of Delaware.

2.Name. The name of the Company is, and the business of the Company shall be conducted under the name of, “PSC Operating Company LLC.”

3.Term. The Company commenced its existence on the effective date of the filing of the Certificate and shall continue in existence until it is dissolved and terminated by the affirmative action of the Member.

4.Office. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate, or such other place as the Member may designate in the manner provided by law. The registered agent for service of process at such address shall be the initial registered agent named in the Certificate, or such other person as the Member may designate in the manner provided by law.

5.Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which a limited liability company may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

6.Member. The name and business or mailing address of the Member is:

Physicians Surgical Care, Inc.

5847 San Felipe, Suite 2375

Houston, Texas 77057

Attention: Walter E. Schwing (Chief Executive Officer)

7.Management. The Management of the Company is fully reserved to the Member, and the Company shall not have “managers,” as that term is used in the Act. The powers of the

Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, who shall make all decisions and take all actions for the Company.

8.Officers; Day-to-Day Management.

(a)The Member may appoint agents of the Company, which agents shall be referred to as “Officers” of the Company, having the titles, power, authority and duties described in this Paragraph 8 or as otherwise granted by the Member. Subject to the foregoing, the Officers shall have the full authority to and shall manage, control and oversee the day-to-day business and affairs of the Company and shall perform all other acts as are customary or incident to the management of such business and affairs, which will include the general and administrative affairs of the Company and the operation and maintenance of the Company Assets in accordance with the provisions of this Agreement.

(b)The Officers may include a CEO, President, one or more Vice Presidents, a Secretary, a Treasurer, and one or more Assistant Secretaries and Assistant Treasurers, and any other officer position or title as the Member may desire. Any person may hold two or more offices.

(c)The Officers may be appointed by the Member at such times and for such terms as the Member shall determine. Any Officer may be removed, with or without cause, only by the Member. Vacancies in any office may be filled only by the Member.

(d)In accordance with and subject to the limitations imposed by this Agreement or any direction of the Member, the President, as such, shall (i) supervise generally the other Officers, (ii) be responsible for the management and day-to-day business and affairs of the Company, its other Officers, employees and agents and shall supervise generally the affairs of the Company and (iii) have full authority to execute all documents and take all actions that the Company may legally take.

(e)In the absence of the President, each Vice President appointed by the Member shall have all of the powers and duties conferred upon the President, including the same power as the President to execute documents on behalf of the Company. Each such Vice President shall perform such other duties and may exercise such other powers as may from time to time be assigned to him by the Member or the President. Vice Presidents may be designated Executive Vice Presidents, Senior Vice Presidents, or any other title determined by the Member.

(f)The Secretary shall record or cause to be recorded in books provided for that purpose the minutes of meetings or actions of the Member, shall see that all notices are given in accordance with the provisions of this Agreement and as required by law, shall be custodian of all records (other than financial), shall see that the books, reports, statements, certificates and all other documents and records required by Applicable Law are properly kept and filed, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by this Agreement, the Member or the President. The Assistant Secretaries shall exercise the powers of the Secretary during that Officer’s absence or inability or refusal to act.

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(g)The Treasurer shall keep or cause to be kept the books of account of the Company and shall render statements of the financial affairs of the Company in such form and as often as required by this Agreement, the Member or the President. The Treasurer, subject to the order of the Member, shall have the custody of all funds and securities of the Company. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as this Agreement, the Member or the President shall designate from time to time. The Assistant Treasurers shall exercise the power of the Treasurer during that Officer’s absence or inability or refusal to act. Each of the Assistant Treasurers shall possess the same power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the Company. If no Treasurer or Assistant Treasurer is appointed and serving in the absence of the appointed Treasurer and Assistant Treasurer, such other Officer as the Member shall select shall have the powers and duties conferred upon the Treasurer.

(h)The Company may grant powers of attorney or other authority as appropriate to establish and evidence the authority of the Officers and other persons.

(i)Unless otherwise provided by resolution of the Member, no Officer shall have the power or authority to delegate to any person such Officer’s powers as an Officer to manage the business and affairs of the Company.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up at such time, if any, as the Member may elect. No other event (including, without limitation, an event described in Section l8-801(a)(4) of the Act) will cause the Company to dissolve.

10.Capital Contribution. The Member has contributed to the Company the assets described on Exhibit A attached hereto.

11.Additional Contributions. The Member is not required to but may make additional capital contributions to the Company.

12.Allocation of Profits and Losses. The Company’s profits and losses shall be allocated one hundred percent (100%) to the Member.

13.Distributions. Distributions shall be made one hundred percent (100%) to the Member at the times and in the aggregate amounts determined by the Member.

14.Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware. In the event of a direct conflict between the provisions of this Agreement and any mandatory, non-waivable provision of the Act, such provision of the Act shall control. If any provision of the Act provides that it may be varied or superseded in a limited liability company agreement (or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter.

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15.Indemnification.

(a)To the fullest extent permitted by Law but subject to the limitations expressly provided in this Agreement, each Person who serves in any capacity described below shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including reasonable legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all Claims, whether civil, criminal, administrative or investigative, in which any such Person may be involved, or is threatened to be involved, as a party or otherwise, by reason of such Person’s status as (i) a present or former member of the Company, (ii) a present or former officer of the Company, (iii) a present or former employee, agent or trustee of the Company (such Persons to be indemnified and held harmless, and to be Indemnitees for purposes of this Agreement, only upon approval by the Member), or (iv) a Person serving at the request of the Company in another entity in a similar capacity as that referred to in the immediately preceding clauses (i) or (ii), provided, that in each case the Person described in the immediately preceding clauses (i), (ii), (iii) or (iv) (the “Indemnitee”) acted in good faith and in a manner which such Indemnitee believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Paragraph 15 shall be made only out of the Company Assets.

(b)To the fullest extent permitted by Law, expenses (including reasonable legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Paragraph 15(a) in defending any Claim shall, from time to time, be advanced by the Company prior to the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Paragraph 15.

(c)The indemnification provided by this Paragraph 15 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of Law or otherwise, both as to actions in the Indemnitee’s capacity as (i) a present or former member, (ii) a present or former officer, employee, agent or trustee of the Company, or (iii) a Person serving at the request of the Company in another entity in a similar capacity, and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d)The Company may purchase and maintain insurance, on behalf of its officers and directors and such other Persons as the Member shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Company’s

4

activities, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e)For purposes of this Paragraph 15, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by the Indemnitee of such Indemnitee’s duties to the Company also imposes duties on, or otherwise involves services by, the Indemnitee to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to Applicable Law shall constitute “fines” within the meaning of Paragraph 15 (a); and action taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of such Indemnitee’s duties for a purpose reasonably believed by such Indemnitee to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Company.

(f)In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g)An Indemnitee shall not be denied indemnification in whole or in part under this Paragraph 15 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction is otherwise permitted by the terms of this Agreement.

(h)The provisions of this Paragraph 15 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(i)No amendment, modification or repeal of this Paragraph 15 or any provision hereof shall in any manner terminate, reduce or impair either the right of any past, present or future Indemnitee to be indemnified by the Company or the obligation of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Paragraph 15 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may be asserted.

(j)No member or officer of the Company shall be liable to the Company or to any member of the Company for any loss suffered by the Company unless such loss is caused by such member, director or officer’s gross negligence, willful misconduct, intentional violation of Law or material breach of this Agreement. No member or officer shall be liable for errors in judgment or for any acts or omissions that do not constitute gross negligence, willful misconduct, intentional violation of law or material breach of this Agreement. Any member or officer may consult with counsel and accountants in respect of Company affairs and, provided such member or officer acts

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in good faith reliance upon the advice or opinion of such counsel or accountants, such member, director or officer shall not be liable for any loss suffered by the Company in reliance thereon.

(k)The provisions of the indemnification provided in this Paragraph 15 are intended by the Member to apply even if such provisions have the effect of exculpating the Indemnitee from legal responsibility for the consequences of such Person’s negligence, fault or other conduct, subject to limits under Applicable Law.

16.Definitions. As used in this Agreement, the following terms have the respective meanings set forth below (and grammatical variations of such terms have correlative meanings):

“Applicable Law” means any Law to which a specified Person or property is subject.

“Claim” means any and all judgments, claims, causes of action, demands, lawsuits, suits, proceedings, Governmental investigations or audits, losses, assessments, fines, penalties, administrative orders, obligations, costs, expenses, liabilities and damages (whether actual, consequential or punitive), including interest, penalties, reasonable attorney’s fees, disbursements and costs of investigations, deficiencies, levies and duties.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to a corresponding provision of successor law.

“Company Assets” means the tangible and intangible assets and properties of the Company.

“Governmental Authority” (or “Governmental”) means a federal, state, local or foreign governmental authority; a state, province, commonwealth, territory or district thereof; a county or parish; a city, town, township, village or other municipality; a district, ward or other subdivision of any of the foregoing; any executive, legislative or other governing body of any of the foregoing; any agency, authority, board, department, system, service, office, commission, committee, council or other administrative body of any of the foregoing; any court or other judicial body; and any officer, official or other representative of any of the foregoing.

“Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental Authority having valid jurisdiction.

“Person” means the meaning assigned to that term in Section 18-101(12) of the Act and also includes a Governmental Authority and any other entity.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first written above.

MEMBER:
PHYSICIANS SURGICAL CARE, INC.
By:	/s/ Gary Rasmussen
	Gary Rasmussen Chief Financial Officer

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EXHIBIT A

Assets Contributed by Physicians Surgical Care, Inc to the Company

(1)	A thirty-nine percent (39%) interest in Houston PSC, L.P., a Texas limited partnership (thirty-nine (39) of PSC’s fifty (50) Class B limited partnership units) plus a one percent (1%) general partnership interest (described below);
(2)	A one-hundred percent (100%) interest in Houston PSC-I, Inc., a Texas Corporation (one thousand (1000) shares of common stock), which represents a one percent (1%) general partnership interest in Houston PSC, L.P.;
(3)	A one hundred percent (100%) interest in Texarkana Surgery Center GP, Inc., a Texas corporation (all of PSC’s one thousand (1000) shares of common stock which represents a sixty (60%) interest in Texarkana Surgery Center, L.P., a Delaware limited partnership);
(4)	A forty-three and 5/10 percent (43.5%) interest in Surgical Limited Liability Company, a Louisiana limited liability company d.b.a. Physicians Surgery Center, L.L.C. (one-hundred (100) of PSC’s one hundred thirty six and 2/10 (136.2) Class A membership units);
(5)	A forty-five percent (45%) interest in CMMP Surgical Center, L.L.C, a Missouri limited liability company (forty fine (45) of PSC’s sixty (60) Class A membership units).
(6)	Goodwill in CMMP Surgical Center, L.L.C. and Surgical Limited Liability Company with a total value equal to $9,197,267.65.

Physicians Surgical Care, Inc.’s Member Interest in the Company

Equity	1,000,000 membership units
Debt	$15,084,088.44

8

CONVEYANCE AGREEMENT

This Conveyance Agreement (the “Agreement”), is made effective as of January 1, 2000, by and among Physicians Surgical Care, Inc., a Delaware corporation (“PSC”), PSC Operating Company, LLC, a Delaware limited liability company (“OpsCo”) and PSC Development Company, LLC, a Delaware limited liability company (“DevelCo”).

WITNESSETH:

WHEREAS, OpsCo and DevelCo were both formed on December 29, 1999; and

WHEREAS, in connection with the initial capitalization of these companies, PSC desires to transfer certain of its assets to OpsCo and certain of its assets to DevelCo, in each instance in consideration for all of the membership interests in those companies;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, PSC, OpsCo and DevelCo each hereby covenant and agree as follows:

Section 1.Transfers between PSC and OpsCo. OpsCo will, and does hereby, for and in consideration of the contribution by PSC of the ownership interests in ambulatory surgery center partnerships and limited liability company interests described on Exhibit A attached hereto, issue a one hundred percent (100%) membership interest in OpsCo to PSC. PSC will, and does hereby, and by these presents grant, bargain, convey, transfer, assign, release and deliver unto OpsCo, and its assigns, PSC’s ownership interests described on Exhibit A attached hereto.

Section 2.Transfers between PSC and DevelCo. DevelCo will, and does hereby, for and in consideration of the contribution by PSC of the ownership interests in ambulatory surgery center partnerships and limited liability company interests described on Exhibit B attached hereto, issue a one hundred percent (100%) membership interest in DevelCo to PSC. PSC will, and does hereby, and by these presents grant, bargain, convey, transfer, assign, release and deliver unto DevelCo, and its assigns, PSC’s ownership interests described on Exhibit B attached hereto.

Section 3.Further Assurances. From time to time after the date hereof, and without any further consideration, each party upon request from another shall execute, acknowledge and deliver all such additional instruments, notices and other documents, and will do all such other acts and things, all in accordance with applicable law, as may be reasonably necessary or appropriate to more fully and effectively carry out the purposes and intent of this Agreement.

Section 4.Costs. PSC will pay all sales, use and similar taxes arising out of the contributions and deliveries to be made hereunder, and shall pay all documentary, filing, recording, transfer, deed, and conveyance taxes and fees required in connection therewith, if any.

Section 5.No Third Party Rights. The provisions of this Agreement are intended to bind the parties signatory hereto as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

Section 6.Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto.

Section 7.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas applicable to contracts made and to be performed wholly within such state without giving effect to conflict of law principles thereof.

Section 8.Bulk Sales Law Waiver. With respect to the transfer, assignment and conveyance of the property, assets and interests transferred hereby, the parties hereby waive compliance with the bulk sales laws of any applicable jurisdiction to the extent that any such bulk sales law would apply to such transfer, assignment and conveyance.

Section 9.Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity will not invalidate the entire Agreement. Instead, this Agreement will be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment will be made and necessary provision added so as to give effect to the intention of the parties as expressed in this Agreement at the time of execution of this Agreement.

Section 10.Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the parties hereto.

Section 11.Integration. This Agreement supersedes all previous understandings or agreements between the parties, whether oral or written, with respect to its subject matter. This document is an integrated agreement which contains the entire understanding of the parties. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the parties hereto after the date of this Agreement.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the parties have affixed their signatures and seals, effective the day and year above written.

PHYSICIANS SURGICAL CARE, INC.,
By:	/s/ Gary Rasmussen
	Gary Rasmussen Chief Financial Officer
PSC OPERATING COMPANY, LLC,
By:	/s/ Gary Rasmussen
	Gary Rasmussen Chief Financial Officer
PSC DEVELOPMENT COMPANY, LLC,
By:	/s/ Gary Rasmussen
	Gary Rasmussen Chief Financial Officer

3

EXHIBIT A

Assets Transferred from PSC to OpsCo

(1)	A thirty-nine percent (39%) interest in Houston PSC, L.P., a Texas limited partnership (thirty-nine (39) of PSC’s fifty (50) Class B limited partnership units) plus a one percent (1%) general partnership interest (described below);
(2)	A one-hundred percent (100%) interest in Houston PSC-I, Inc., a Texas Corporation (one thousand (1000) shares of common stock), which represents a one percent (1%) general partnership interest in Houston PSC, L.P.;
(3)	A one hundred percent (100%) interest in Texarkana Surgery Center GP, Inc., a Texas corporation (all of PSC’s one thousand (1000) shares of common stock which represents a sixty (60%) interest in Texarkana Surgery Center, L.P., a Delaware limited partnership);
(4)	A forty-three and 5/10 percent (43.5%) interest in Surgical Limited Liability Company, a Louisiana limited liability company d.b.a. Physicians Surgery Center, L.L.C. (one-hundred (100) of PSC’s one hundred thirty six and 2/10 (136.2) Class A membership units);
(5)	A forty-five percent (45%) interest in CMMP Surgical Center, L.L.C., a Missouri limited liability company (forty five (45) of PSC’s sixty (60) Class A membership units).
(6)	Goodwill in CMMP Surgical Center, L.L.C. and Surgical Limited Liability Company with a total value equal to $9,197,267.65.

Physicians Surgical Care, Inc.’s Member Interest in OpsCo

Equity	1,000,000 membership units
Debt	$15,084,088.44

A-1

EXHIBIT B

Assets Transferred from PSC to DevelCo

(1)	A one hundred percent (100%) interest in Village SurgiCenter, Inc., a Delaware corporation (all of PSC’s one thousand (1000) shares of common stock) which represents a one percent (1%) general partnership interest in Village Surgicenter, L.P., a Delaware limited partnership;
(2)	A one-hundred percent (100%) interest in Village SurgiCenter, Inc., a Texas corporation (all of PSC’s one thousand (1,000) shares of common stock).
(3)	A twenty-nine percent (29%) interest in Physicians SurgiCenter of Lubbock, L.P., a Texas limited partnership (all of PSC’s twenty-nine (29) Class A limited partnership units) (plus a one percent general partnership interest described below);
(4)	A one hundred percent interest in Physicians SurgiCenter of Lubbock, Inc., a Texas corporation (all of PSC’s one thousand (1000) shares of common stock) which represents a one percent (1%) general partner interest in Physicians SurgiCenter of Lubbock, L.P.;
(5)	A right to subscribe to a forty-one and 5/10 (41.5%) interest in South Shore Operating Company, L.L.C., a Delaware limited liability company (PSC’s right to subscribe to forty-one and 5/10 (41.5) membership units not yet issued) (plus an additional one percent (1%) interest described below);
(6)	A one hundred percent (100%) membership interest in PSC of New York, L.L.C., a Delaware limited liability company (which represents a one percent (1%) interest in South Shore Operating Company, L.L.C.); and
(7)	A one hundred percent (100%) interest in East Greenville SurgiCenter, Inc., a Delaware corporation (all of PSC’s one thousand (1000) shares of common stock).

Physicians Surgical Care, Inc.’s Member Interest in DevelCo

Equity	50,000 membership units
Debt	$378,179.46

B-1

FIRST AMENDMENT

TO

CONVEYANCE AGREEMENT

This First Amendment to Conveyance Agreement (the “Amendment”) by and among Physicians Surgical Care, Inc., a Delaware company (“PSC”), PSC Operating Company, LLC, a Delaware limited liability company (“OpsCo”) and PSC Development Company, LLC, a Delaware limited liability company (“DevelCo”), is entered into and consented to, approved, adopted, ratified, confirmed and agreed to by those entities executing this Amendment effective as of January 1,2000 (the “Effective Date”).

WHEREAS, PSC, OpsCo and DevelCo entered into that certain Conveyance Agreement dated effective as of January 1, 2000 (the “Conveyance Agreement”) whereby PSC purported to grant, bargain, convey, transfer, assign, release and deliver unto DevelCo a one hundred percent (100%) interest in Physicians SurgiCenter of Lubbock, Inc., a Texas corporation (consisting of 1000 shares of common stock of Physicians SurgiCenter of Lubbock, Inc. held by PSC), such interest representing a one percent (1%) general partner interest in Physicians SurgiCenter of Lubbock, L.P.; and

WHEREAS, the general partner of Physicians SurgiCenter of Lubbock, L.P. is incorrectly referred to in the Conveyance Agreement as Physicians SurgiCenter of Lubbock, Inc. and is actually named “Lubbock SurgiCenter, Inc.”; and

WHEREAS, the undersigned entities wish to amend the Conveyance Agreement, and enter into this Amendment as set forth herein, to correct the name of the general partner of Physicians SurgiCenter of Lubbock, L.P. as stated herein; and

WHEREAS, it is the undersigned entities’ intent that this Amendment shall amend and supplement the existing Conveyance Agreement for the purposes described herein.

NOW, THEREFORE, in accordance with the terms of the Conveyance Agreement and in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Conveyance Agreement is hereby amended as follows (all capitalized terms used herein but not otherwise defined shall have the meanings attributed to them in the Conveyance Agreement):

1.Correction. All references to “Physicians SurgiCenter of Lubbock, Inc.” in the Conveyance Agreement and exhibits thereto shall be deleted and replaced with “Lubbock SurgiCenter, Inc.”

2.Ratification: Except as amended by this Amendment, all of the terms and provisions of the Conveyance Agreement are hereby ratified and affirmed in all respects and are incorporated herein by reference.

3.Entire Agreement; Amendment: The Conveyance Agreement, as amended by this Amendment, constitutes the entire agreement of the parties with regard to the subject matter hereof and supersedes any prior oral or written agreements or understandings. This Amendment (and the Conveyance Agreement, as amended by this Amendment)

may not be amended or modified except through a written agreement executed in accordance with the terms of the Conveyance Agreement.

4.Governing Law: This Amendment is governed by, and construed in accordance with, the laws of the State of Texas applicable to contracts made and to be performed wholly within such State without giving effect to conflict of law principles thereof.

IN WITNESS WHEREOF, each of the undersigned entities have executed this Amendment on the respective dates set forth below its signature, but effective for all purposes as of the Effective Date.

PHYSICIANS SURGICAL CARE, INC.
By:	/s/ Gary W. Rasmussen
Name:			Gary W. Rasmussen
Title:		CFO
Date:		5-8-01
PSC OPERATING COMPANY, LLC
By:	/s/ Gary W. Rasmussen
Name:			Gary W. Rasmussen
Title:		Treasurer / Secretary
Date:		5-8-01
PSC DEVELOPMENT COMPANY, LLC
By:	/s/ Gary W. Rasmussen
Name:			Gary W. Rasmussen
Title:		Treasurer / Secretary
Date:		5-8-01

CONVEYANCE AGREEMENT

This Conveyance Agreement (the “Agreement”), is made effective as of January 1, 2001, by and among Physicians Surgical Care, Inc., a Delaware corporation (“PSC”), and PSC Operating Company, LLC, a Delaware limited liability company (“OpsCo”).

WITNESSETH:

WHEREAS, PSC desires to transfer certain of its assets to OpsCo, in exchange for a note payable to PSC in an amount equal to PSCs book value of said assets.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, PSC, and OpsCO each hereby covenant and agree as follows:

Section 1.Transfers between PSC and OpsCo. OpsCo will, and does hereby, for and in consideration of the contribution by PSC of the ownership interests in ambulatory surgery center partnerships and limited liability company interests described on Exhibit A attached hereto, issue to PSC a note payable in the amount of $3,512,907.15 (attached as Exhibit B). PSC will, and does hereby, by these presents grant, bargain, convey, transfer, assign, release and deliver unto OpsCo, and its assigns, PSC’s ownership interests described on Exhibit A attached hereto.

Section 2.Further Assurances. From time to time after the date hereof, and without any further consideration, each party upon request from another shall execute, acknowledge and deliver all such additional instruments, notices and other documents, and will do all such other acts and things, all in accordance with applicable law, as may be reasonably necessary or appropriate to more fully and effectively carry out the purposes and intent of this Agreement.

Section 3.Costs. PSC will pay all sales, use and similar taxes arising out of the contributions and deliveries to be made hereunder, and shall pay all documentary, filing, recording, transfer, deed, and conveyance taxes and fees required in connection therewith, if any.

Section 4.No Third Party Rights. The provisions of this Agreement are intended to bind the parties signatory hereto as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

Section 5.Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto.

Section 6.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas applicable to contracts made and to be performed wholly within such state without giving effect to conflict of law principles thereof.

Section 7.Bulk Sales Law Waiver. With respect to the transfer, assignment and conveyance of the property, assets and interests transferred hereby, the parties hereby waive compliance with the bulk sales laws of any applicable jurisdiction to the extent that any such bulk sales law would apply to such transfer, assignment and conveyance.

Section 8.Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity will not invalidate the entire Agreement. Instead, this Agreement will be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment will be made and necessary provision added so as to give effect to the intention of the parties as expressed in this Agreement at the time of execution of this Agreement.

Section 9.Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the parties hereto.

Section 10Integration. This Agreement supersedes all previous understandings or agreements between the parties, whether oral or written, with respect to its subject matter. This document is any integrated agreement which contains the entire understanding of the parties. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the parties hereto after the date of this Agreement.

IN WITNESS WHEREOF, the parties have affixed their signatures and seals, effective the day and year above written.

PHYSICIANS SURGICAL CARE, INC.,
By:	/s/ Gary W. Rasmussen
	Gary W. Rasmussen Chief Financial Officer

PSC OPERATING COMPANY, LLC.,
By:	/s/ Gary W. Rasmussen
	Gary W. Rasmussen Chief Financial Officer

2

EXHIBIT A

Assets Transferred from PSC to OpsCo

(1)	An eight percent (8%) interest in Houston PSC, L.P., a Texas limited partnership representing eight (8) Class B limited partnership units.
(2)	A fifteen and 7/10 percent (15.7%) interest in Physicians Surgical Specialty Hospital, L.L.C., a Louisiana limited liability company, representing thirty six and 2/10 (36.2) Class A membership units;
(3)	A sixteen and 89/100 percent (16.89%) interest in CMMP Surgical Center, L.L.C., a Missouri limited liability company representing 16 and 89/100 (16.89) Class A membership units;
(4)	A thirty-seven percent (37%) interest in Village SurgiCenter, LP, a Delaware limited partnership representing 37 Class B limited partnership units.
(5)	A one hundred percent (100%) interest in Village SurgiCenter, Inc. a Delaware corporation (all of PSC’s one thousand (1000) shares of common stock) which represents a one percent (1%) general partnership interest in Village SurgiCenter, L.P., a Delaware limited partnership;
(6)	Goodwill in CMMP Surgical Center, L.L.C. and Physicians Surgical Specialty Hospital, LLC with a total value equal to $2,712,846.00.

A-1

EXHIBIT B

Unsecured Promissory Note (“Note”)

$3,512,907.15 January 2, 2001

FOR VALUE RECEIVED, the undersigned, PSC Operating Company, LLC whose address is 5847 San Felipe, Suite 2375, Houston, Texas 77057 (the “Maker”), promises to pay to the order of Physicians Surgical Care, Inc. (“Payee”), at its address, 5847 San Felipe, Suite 2375, Houston, Texas 77057, (or such other address as Payee may designate in writing from time to time) the principal sum of Three Million Five Hundred Twelve Thousand Nine Hundred Seven and 15/100 DOLLARS (3,512,907.15), together with interest on said principal at the rate of thirteen point five percent (13.5%) per annum.

All principal will be due and payable in full on January 2, 2008. Interest (which will accrue on a monthly basis) will be due and payable in full on the last calendar day of each month during the period until final payment of principal.

All payments in respect of the indebtedness evidenced by this Note received by Payee or other holder hereof shall be applied first to reimburse Payee for any costs and expenses (including, without limitation, reasonable legal fees) incurred in connection with the collection of this Note following a default hereunder by Maker; next, to the payment of accrued unpaid interest on this Note; and finally to the reduction of the outstanding principal balance of this Note.

Interest charges will be calculated on amounts outstanding hereunder on the actual number of days said amounts are outstanding on the basis of a 365/366 day year, as the case may be. It is the intention of Maker and Payee to conform strictly to all applicable usury laws. It is therefore agreed that (i) the aggregate of all interest and other charges constituting interest under applicable law and contracted for, chargeable or receivable under this Note or other wise in connection with the transaction for which this Note is given shall never exceed the Maximum Rate (as hereinafter defined), nor produce a rate in excess of the Maximum Rate and in regard to which Maker may not successfully assert the claim or defense of usury, and (ii) if any excess interest is provided for, it shall be deemed a mistake and the same shall leither be refunded to Maker or credited on the unpaid principal amount hereof and this Note shall be automatically deemed reformed so as to permit only the collection of the Maximum Rate and amount of interest. All sums paid or agreed to be paid to the holder of this Note for the use, forbearance or detention of the indebtedness evidenced hereby to the full extent allowed by applicable law, shall be amortized, prorated, allocated and spread through the full term of this Note. The term “Maximum Rate: means the maximum rate of nonusurious interest permitted from day to day by applicable law, including as to V.T.C.A., Finance Code, Chapter 303 (and as the same may be amended), but otherwise without limitation, that rate based upon the “indicated rate Ceiling” and calculated after taking into account any and all relevant fees, payments, and other charges in respect of the Note which are deemed to be interest under applicable law.

All past due principal and interest on this Note shall bear interest from maturity of such principal or interest (in whatever manner same may be brought about) until paid at the Maximum Rate.

Maker and every surety, endorser and guarantor of this Note waive grace, notice, demand, presentment for payment, notice of non-payment, protest, notice of protest, notice of intention to accelerate, notice of acceleration of the indebtedness due hereunder and all other notice, filing of suit and diligence in collecting this note, and the enforcing of any of the security rights of Payee, and consent and agree that the time of payment hereof may be extended without notice at any time and from time to time, and for periods of time whether or not for a term or terms in excess of the original term hereof, without notice or consideration to, or consent from, any of them.

If Maker defaults in the payment of the principal or interest when due hereunder and this Note is placed in the hands of an attorney for collection, whether by suit or otherwise, at any time, or from time to time, Maker shall be liable to Payee, in each instance, for all costs and expenses incurred in connection therewith, including, without limitation, reasonable legal fees.

This Note may be prepaid, in whole or in part, at any time without penalty.

The terms and provisions hereof shall be binding upon and inure to the benefit of Maker and Payee and their respective heirs, executors, legal representatives, administrators, successors and assigns.

This Note shall be governed by the laws of the State of Delaware.

EXECUTED EFFECTIVE the day and year first written above.

“Maker”:

PSC OPERATING COMPANY, LLC

By:

Name:

Title:

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EX-3.55

Exhibit 3.55

CERTIFICATE OF FORMATION
OF
QUAHOG HOLDING COMPANY, LLC

Pursuant to Section 18-201 of the Delaware Limited Liability Company Act, the undersigned, desiring to form a limited liability company, does hereby certify as follows:

1.The name of the limited liability company is Quahog Holding Company, LLC (the “LLC”).

2.The address of the LLC’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent is The Corporation Trust Company.

3.This Certificate of Formation shall be effective upon filing with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 6^th day of October, 2006.

/s/ Aimee W. Fuqua

Aimee W. Fuqua
Authorized Person

EX-3.56

Exhibit 3.56

LIMITED LIABILITY COMPANY AGREEMENT
OF
QUAHOG HOLDING COMPANY, LLC

This Limited Liability Company Agreement (the “Agreement”) of Quahog Holding Company, LLC, a Delaware limited company (the “Company”), is entered into by and between ARC Financial Services Corporation (the “Member”) and the Company, effective as of October 10, 2006.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Delaware Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. On October 10, 2006, the Company was formed as a Delaware limited liability company by the filing of a certificate of formation in the office of the Secretary of State of Delaware (the “Certificate”).

Section 2.Registered Office: Registered Agent. The registered office of the Company in the State of Delaware will be the initial registered office designated in the Certificate or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware will be the initial registered agent designated in the Certificate, or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Delaware.

Section 3.Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Delaware.

Section 4.Authorized Persons. Aimee W. Fuqua, is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate, and the Member hereby ratifies and approves any prior actions taken by such individual(s) in connection with any of the foregoing and discharges such individual(s) from any further obligations, duties or liabilities to the Company as an authorized person.

Section 5.Term. The Company commenced on the date the Certificate was filed with the Secretary of State of Delaware, and will continue in existence until terminated pursuant to this Agreement.

Section 6.Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31^st unless otherwise determined by the Member.

Section 7.Member. The Member owns 100% of the limited liability company interests in the Company.

Section 8.Address. The address of the Member is set forth below:

ARC Financial Services Corporation

40 Burton Hills Blvd., Suite 500

Nashville, TN 37215

Section 9.New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 10.Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 11.Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $10.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 12.Capital Accounts. A capital account will be maintained for the Member in accordance with the Treasury Regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended, and will consist of the sum of the contributions of the Member to the capital of the Company, plus its share of the profits of the Company, less its share of any losses of the Company, and less any distributions to or withdrawals made by or attributed to it from the Company.

Section 13.Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 14.Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 15.Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 16.President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 17.Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 18.Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 18 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”): provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it is ultimately determined that such Indemnitee is not entitled to be indemnified under this Section 18 or otherwise.

Section 19.Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 623l (a)(7) of the Internal Revenue Code of 1986, as amended.

Section 20.Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 21.Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 22.Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 23.Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Delaware without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
QUAHOG HOLDING COMPANY, LLC
By:		/s/ Kenneth C. Mitchell
Name:			Kenneth C. Mitchell
Its:	Vice President
MEMBER:
ARC FINANCIAL SERVICE CORPORATION
By:		/s/ Kenneth C. Mitchell
Name:			Kenneth C. Mitchell
Its:	Vice President

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EX-3.57

Exhibit 3.57

CHARTER

(For-Profit Corporation)

The undersigned acting as incorporator(s) of a for-profit corporation under the provisions of the Tennessee Business Corporation Act adopts the following Articles of Incorporation.

1.     The name of the corporation is
SARC/Asheville, Inc.
[NOTE: Pursuant to Tennessee Code Annotated § 48-14-101(a)(1), each corporation name must contain the words corporation, incorporated, or company or the abbreviation corp., Inc., or co.]
2      The number of shares of stock the corporation is authorized to issue is 1000
3      The name and complete address of the corporation’s initial registered agent and office located in the State of Tennessee is
Charles T. Neal
(Name)
3401 West End Ave., Suite 120	Nashville					TN 37203
(Street Address)	(City)					(State/Zip Code)
Davidson
(County)
4      List the name and complete address of each incorporator
Patrick R. Rooney				3401 West End Ave., Suite 120, Nashville, TN 37203
(Name)	(Include Street Address, City, State and Zip Code)
(Name)	(Street Address, City, State and Zip Code)
(Name)	(Street Address, City, State and Zip Code)
5      The complete address of the corporation’s principal office is
3401 West End Ave., Suite 120	Nashville					TN 37203
(Street Address)	(City)					(State/Zip Code)
6      The corporation is for profit
7      If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time are
Date		Time			(Not to exceed 90 days.)
8      Other Provisions
See attached Rider
January 24, 2001			/s/ Patrick R. Rooney
Signature Date			Incorporator’s Signature
			/s/ Patrick R. Rooney
			(Incorporator’s Name (typed or printed)
SS-4417 (Rev. 10/99)			RDA 1678

RIDER TO CHARTER OF
SARC/ASHEVILLE, INC.

1.             A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, and (c) under Section 48-18-304 of the Tennessee Business Corporation Act. If the Tennessee Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

2.             The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent Permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust; or other enterprise (an “Indemnitee”). The Company may, to the full extent of the law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorney’s fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be declared to limit the right of the Corporation to indemnify any other person for such expense (including Attorney’s fees) judgements, fines and amounts paid in settlement to the full extent permitted by law, nor shall it be deemed exclusive of any other right to which any person seeking Indemnification from the Corporation may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity, and as to action in his afficial capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnity, (a) in any proceeding by the Corporation against such Indemnitee (b) in the event one board of directors determines that indemnification is not available under the circumstances because the officer or director has not met the standard of conduct set forth in Section 48-19-502 of the Tennessee Business Corporation Act, or (c) if a judgment or other final adjudication adverse to the lndemnitee establishes his liability (x) for any breach of the duty of loyalty to the Corporation or its shareholders, (y) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (z) under Section 48-18-304 of the Tennessee Business Corporation Act.

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EX-3.58

Exhibit 3.58

BYLAWS
OF
SARC/ASHEVILLE, INC.
(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.Principal Office and Registered Agent. The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2Other Offices. The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1           Place Of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3Special Meetings. Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such

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request shall state the purpose or purposes of the proposed meeting. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4Voting. Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Tennessee.

Section 2.5List Of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

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Section 2.8Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required by the Tennessee Business Corporation Act to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9Proceedings at Stockholders’ Meetings. At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1Number And Term. The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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Section 3.5Duties And Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Tennessee Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any

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meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaws. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9Compensation. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10Action Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11Meetings By Conference Telephone. Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 4.1Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a Chief Operating Officer, Chief Development Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.Salaries. The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.Tenure And Removal; Resignations. The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.President. The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the

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Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

Section 4.7Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.10.Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the

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Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12Assistant Vice Presidents And Assistant Secretaries. Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13Voting Securities Owned By The Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1Certificates Of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 5.2Classes And Series Of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3Lost Certificate. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4Transfer Of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5.5Stockholders’ Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

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(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6Registered Stockholders. The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8Transfer Agents And Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

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Section 5.9Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

Section 5.10Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1Power To Indemnify In Actions, Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2Power To Indemnify In Actions, Suits Or Proceedings By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in

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view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 6.3Authorization Of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5Indemnification By A Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given

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to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6.6Expenses Payable In Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7Nonexclusivity Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of

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this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10Survival Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11Limitation On Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12Indemnification Of Employees And Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1Seal. The Corporation shall have no seal.

Section 7.2Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

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ARTICLE VIII

AMENDMENTS

Section 8.1Bylaw Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the stockholders at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2Entire Board Of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IX

NOTICES

Section 9.1Notices. Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2Waivers Of Notice. Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

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EX-3.59

Exhibit 3.59

CHARTER
OF
SARC/CIRCLEVILLE, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act (the “Act”), adopts the following charter for such corporation:

1.                 Name. The name of the corporation is SARC/Circleville, Inc. (the “Corporation”).

2.                 Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 3401 West End Avenue, Suite 120. Nashville. Davidson County, Tennessee 37203. The Corporation’s registered agent at the registered office is Charles T. Neal.

3.                 Incorporator. The name and address of the sole incorporator of the Corporation is Matthew R. Burnstein, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219.

4.                 Principal Office. The address of the principal office of the Corporation is 3401 West End Avenue, Suite 120, Nashville, Davidson County, Tennessee 37219

5.                 Corporation for Profit. The Corporation is for profit.

6.                 Authorized Shares. The Corporation shall have authority, acting by its board of director to issue not more than One Thousand (1,000) shares of common stock, each with a par value of one cent ($.01) (“Common Stock”). All shares of Common stock one and the same class and when issued shall have equal rights of participation in dividends and assets of the Corporation and shall be non-assessable. Each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

7.                 Limitation on Directors’ Liability.

(a)                A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act, as amended from time to time.

(b)       If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act. as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

8.                 Indemnification.

(a)                The Corporation shall indemnify, and upon request shall advance expenses to in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which say be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for heroin shall include expenses (including attorneys’ fees), judgments, fines and amounts paid, in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding the Corporation shall not indemnify any such. indemnitee (1) in any proceeding by the Corporation against such indemnitee; or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act.

(b)               The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to paragraph 8(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are nonexclusive of other similar rights which may be granted by law, this Charter, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation,

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which means of indemnification and advancement of expenses are hereby specifically authorized.

(c)        Any repeal or modification of the provisions of this paragraph 8, either directly or by the adoption of an inconsistent provision of this Charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph 8 which occur subsequent to the effective date of such amendment.

9.                 Express Powers of Board of Directors. In furtherance of and not in limitation of the powers conferred by statute, the Corporation is expressly authorized, acting upon the authority of the board of directors and without the approval of the shareholders, to:

(a)        Issue shares of any class or series as a share dividend in respect of shares of the same class or series or any other class or series;

(b)       Fix or change the number of directors, including an increase or decrease in the number of directors;

(c)        Determine, establish or modify, in whole  or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class  before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights, and

(d)       Determine, in accordance with law, the method by which vacancies accurring on the board of directors are to be filled.

10.               Removal of Directors for Cause. Directors may be removed for cause by a vote of a majority of the entire board of directors.

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11.               Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation’s employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located.

/s/ Matthew R. Burnstein

Matthew R. Burnstein
Incorporator

Dated: December 19, 2001

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EX-3.60

Exhibit 3.60

BYLAWS
OF
SARC/CIRCLEVILLE, INC.

1.       Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

2.       Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.       Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in- fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

4.       Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than one nor more than five members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

5.       Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the

number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

6.       Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

7.       Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

8.       Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

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EX-3.61

Exhibit 3.61

CHARTER
OF
SARC/COLUMBIA, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act (the “Act”), adopts the following charter for such corporation:

1.Name. The name of the corporation is SARC/Columbia, Inc. (the “Corporation”).

2.Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The Corporation’s registered agent at the registered office is Charles T. Neal.

3.Incorporator. The name and address of the sole incorporator of the Corporation is Matthew R. Burnstein, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219.

4.Principal Office. The address of the principal office of the Corporation is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

5.Corporation for Profit. The Corporation is for profit.

6.Authorized Shares. The Corporation shall have authority, acting by its board of directors, to issue not more than One Thousanad,1000) shares of common stock, no par value (“Common Stock”). All shares of Common Stock shall be one and the same class and when issued shall have equal rights of participation in dividends and assets of the Corporation and shall be non-assessable. Each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

7.Limitation on Directors’ Liability.

(a)A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act, as amended from time to time.

(b)If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability, of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director, of the Corporation existing at the time of such repeal or modification.

8Indemnification.

(a)The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act.

(b)The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, land, with respect to paragraph 8(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are nonexclusive of other similar rights which may be granted by law, this Charter, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation,

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which means of indemnification and advancement of expenses are hereby specifically authorized. -

(c)Any repeal or modification of the provisions of this paragraph 8, either directly or by the adoption of an inconsistent provision of this Charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph 8 which occur subsequent to the effective date of such amendment.

9.Express Powers of Board of Directors. In furtherance of and not in limitation of the powers conferred by statute, the Corporation is expressly authorized, acting upon the authority of the board of directors and without the approval of the shareholders, to:

(a)Issue shares of any class or series as a share dividend in respect of shares of the same class or series or any other class or series;

(b)Fix or change the number of directors, including an increase or decrease in the number of directors;

(c)Determine, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and

(d)Determine, in accordance with law, the method by which vacancies occurring on the board of directors are to be filled.

10.Removal of Directors for Cause. Directors may be removed for cause by a vote of a majority of the entire board of directors.

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11.Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation’s employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located.

/s/ Matthew R. Burnstein

Matthew R. Burnstein
Incorporator

Dated: October 20, 2003

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EX-3.62

Exhibit 3.62

BYLAWS
OF
SARC/COLUMBIA, INC.

1.             Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

2.             Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.             Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in- fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

4.             Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than one nor more than five members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

5.             Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the

number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

6.             Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

7.             Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

8.             Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

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EX-3.63

Exhibit 3.63

CHARTER

OF

SARC/DELAND, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under the Tennessee Business Corporation Act, as amended, adopts the following charter for such corporation:

1.           Name. The name of the corporation is SARC/DeLand. Inc

2.           Principal and Registered Offices.   The address of the principal and registered offices of the corporation in the State of Tennessee shall be 3401 West End Avenue, Suite 120, Nashville, Tennessee, Davidson County, 37203.

3.             Registered Agent. The name of the registered agent of the corporation, located at the registered office set forth above, is Charles T. Neal.

4.           Nature of Corporation. The corporation is for profit.

5.           Incorporator. The name and address of the incorporator are Heidi L. Simmons, Esq., 414 Union Street, Suite 1600, Nashville, Tennessee 37219.

6.          Authorized Stock. The corporation shall have the authority, acting by its Board of Directors, to issue not more than one thousand (1,000) shares of common stock, no par value.

7.             Indemnification. To the maximum extent permitted by law, subject to the limitations contained in this Paragraph 7, the corporation shall indemnify an individual who is a party to a proceeding because such individual is or was a director or officer of the corporation against any liability incurred in the proceeding and prior to the disposition thereof, advance the reasonable expenses incurred by such director or officer in connection with the proceeding, except that the corporation shall not be required to indemnify or advance expenses to any director or officer for liability or expenses incurred in a proceeding initiated by or on behalf of such director or officer or to which such director or officer voluntarily becomes a party other than a suit to enforce indemnification rights. Furthermore, no indemnification under this Paragraph 7 shall be made if a judgment or other final adjudication adverse to the director or officer establishes his liability for (i) a breach of the director’s or officer’s duty of loyalty to the corporation or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) any unlawful distributions described in Section 48-18-304 of the Tennessee Business Corporation Act, as amended from time to time (the “Act”). No indemnification shall be made by the corporation for any amount paid in settlement without the corporation’s prior written consent.

A director’s or officer’s rights to advancement of expenses are conditioned upon the director’s or officer’s furnishing the corporation: (i) a written affirmation, personally signed by or on behalf of the director or officer of the good faith belief that he conducted himself in good

faith and in the reasonable belief that his conduct was not opposed to the corporation’s best interests and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) written opnion of counsel for the director or officer in the proceeding to the effect that, based on facts known to such counsel, it is reasonably possible that the director or officer will not be found liable contrary to his affirmation, and (iii) a written undertaking (in the form of an unlimited general obligation of the director or officer, which need not be secured) personally signed by or on behalf of the director or officer to repay any advances, if a judgment or final adjudication adverse to the director or officer establishes his liability contrary to his affirmation.

A determination on behalf of the corporation of whether a director or officer is entitled to indemnification or advancement of expenses under this Paragraph 7 shall be made by the board of directors or a committee thereof or by independent special legal counsel in accordance with the provisions of Section 48-18-506 of the Act. A director’s or officer’s rights to indemnification and advancement of expenses as provided in this Paragraph 7 are intended to be greater than those which are otherwise provided for in the Act notwithstanding a failure to meet the standard of conduct required for permissive indemnification under the Act, are contractual in nature between the corporation and the director or officer, and are mandatory. A director’s or officer’s rights to indemnification and advancement of expenses under this Paragraph 7 shall not be exclusive of other rights to which a director or officer may be entitled under an insurance policy, the Act, a resolution of the shareholders or directors of the corporation, or an agreement providing for indemnification. Any repeal or modification of the provisions of this Paragraph 7 directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification.

8              Limitation of Directorial Liability.

a.             No person who is or was a director of this corporation, nor his heirs, executors or administrators, shall be personally liable to this corporation or its shareholders, and no such person may be sued by the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director: provided, however, that this provision shall not eliminate or limit the liability of any such party (i) for any breach of a director’s duty of loyalty to the corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for unlawful distributions under Section 48-18-304 of the Act.

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b.             Any repeal or modification of the provisions of this Paragraph 8, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

DATED this 20th day of June, 2000.

/s/ Heidi L. Simmons

Heidi L. Simmons, Esq., Incorporator

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EX-3.64

Exhibit 3.64

BYLAWS

OF

SARC/DeLAND, INC.

ARTICLE I

CORPORATE OFFICES

The Corporation shall maintain a registered office in the State of Tennessee and may also have such other offices, including its principal office, at such places, within or without the State of Tennessee, as the board of directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS’ MEETING

Section 1.   Annual Meetings.  The annual meeting of shareholders shall be held on such date and at such time as shall be designated from time to time by the board of directors and stated in the notice of the meeting. At such meeting, the shareholders shall elect directors and transact such other business as may be properly brought before the meeting.

Section 2.   Special Meetings.  Special meetings of shareholders may be called for any purpose or purposes by the board of directors or by holders of at least ten percent of all the votes entitled to be cast on any issue to be considered at the proposed special meeting who sign, date and deliver to the Corporation’s secretary one or more written demands for the meeting. Such demand or demands must describe the purpose or purposes for which the meeting is to be held.

Section 3.   Notice of Meetings.  A writtten notice of each meeting of shareholders stating the place, date and time of the meeting, and, in the case of a special meeting, describing the purpose or purposes for which the meeting is called, shall be given to each shareholder entitled to notice of such meeting not less than ten days nor more than two months before the date of the meeting.

Section 4.   Place of Meetings.  Meetings of shareholders shall be held at such places, within or without the State of Tennessee, as may be designated by the board of directors and stated in the notice of meeting.

Section 5.   Quorum.  The holders of shares entitled to vote may take action on a matter at a meeting only if a quorum exists with respect to that matter. Unless the charter or the

Act provides otherwise, the holders of a majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. Once a share is represented for any purpose at a meeting, the holder is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.

Section 6.   Voting.  Directors shall be elected by a plurality of the votes cast by shareholders entitled to vote in the election at a meeting at which a quorum is present. Shareholder action on any other matter is approved if the votes cast by shareholders in favor of the action exceed the votes cast by shareholders in opposition to such action, unless the Act provides otherwise.

Section 7.   Adjournment.  If a meeting of shareholders is adjourned to another date, time or place, notice need not be given of the adjourned meeting if the new date, time and place are announced at the meeting before the adjournment. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the time originally designated for the meeting if a quorum existed at the time originally designated for the meeting; provided, however, if a new record date is or must be fixed under the Act or these bylaws, a notice of the adjourned meeting must be given to shareholders as of the new record date.

Section 8.   Proxies.  A shareholder may appoint a proxy by executing a writing which authorizes another person or persons to vote or otherwise act on the shareholder’s behalf. Execution may be accomplished by any reasonable means, including facsimile transmission, either personally or by his attorney-in-fact in the case of an individual shareholder or by an authorized officer, director, employee, agent or attorney-in-fact in the case of any other shareholder. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months, unless another period is expressly provided for in the appointment form. An appointment of a proxy is revocable by the shareholder, unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

Section 9.   Meeting by Telephone.  Any or all shareholders may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communicaion by which all shareholders participating may simultaneously hear each other during the meeting. A shareholder who participates in a meeting by this means is deemed to be present in person at meeting.

Section 10.   Action by Written Consent.  Any action required or permitted to be taken at a meeting of the shareholders may be taken withot a meeting, if all shareholders consent to the taking of such action without a meeting, if all shareholders consent to the taking of such action without a meeting by signing one or more written consents describing the action taken and indicating each shareholder’s vote or abstention on the action. The affirmative vote of the number of shares which would be necessary to authorize or take action at a meeting of shareholders is the act of the shareholders without a meeting. The written consent or consents shall be included in the minutes or filed with the corporate records reflecting the action taken.

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Action taken by written consent is effective when the last shareholder signs the consent, unless the consent specifies a different effective date.

ARTICLE III

RECORD DATE

In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other action, the board of directors may fix, in advance, a record date, which shall not be more than seventy nor less than ten days before the date of such meeting, nor more than seventy days prior to any other action. If no record date is fixed, (i) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day before the day on which the first notice is given to such shareholders and (ii) the record date for determining shareholders for any other purpose shall be at the close of business on the day that the board of directors authorizes the action. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting, unless the board of directors fixes a new record date. The board of directors must fix a new record date, if the meeting is adjourned to a date more than four months after the date fixed for the original meeting.

ARTICLE IV

DIRECTORS

Section 1.   Number and Term.  The business and affairs of the Corporation shall be managed under the direction of a board of directors consisting initially of three members, but which may be changed from time to time by a resolution of the board of directors. Each director shall hold office until the next annual meeting of shareholders and until his successor is elected and qualified or until his earlier resignation or removal. A decrease in the number of directors shall not shorten an incumbent director’s term.

Section 2.   Committees.  The board of directors, with the approval of a majority of all the directors in office when the action is taken, may create one or more committees. A committee shall consist of one or more directors who serve at the pleasure of the board of directors. Any such committee, to the extent specified by the board of directors, may exercise the authority of the board of directors in supervising the management of the business and affairs of the Corporation, except that a committee may not: (i) authorize distributions, except according to a formula or method prescribed by the board of directors; (ii) approve or propose to shareholders action required by law to be approved by shareholders; (iii) fill vacancies on the board of directors or any of its committees; (iv) amend the charter; (v) adopt, amend or repeal bylaws; (vi) approve a plan of merger not requiring shareholder approval; (vii) authorize or

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approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (viii) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee or senior executive officer of the Corporation to do so within limits specifically prescribed by the board of directors. The provisions of Sections 7, 8, 9, 10, 11 and 12 of this Article IV and of Article V applicable to the board of directors shall also apply to committees.

Section 3.   Compensation.  Directors shall receive such compensation as shall be fixed by the board of directors and shall be entitled to reimbursement for any reasonable expenses incurred in attending meetings and otherwise carrying out their duties. Directors may also serve the Corporation in any other capacity and receive compensation therefor.

Section 4.   Removal.  Shareholders may remove one or more directors with or without cause. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

Section 5.   Resignation.  A director may resign at any time by delivering written notice to the Corporation, the board of directors, the president. A resignation is effective when the notice is delivered, unless the notice specifies a later effective date.

Section 6.   Vacancies.  The board of directors may fill any vacancy occurring on the board of directors, including any vacancy resulting from an increase in the number of directors or from the resignation or removal of a director. If the directors remaining in office constitute fewer than a quorum, the board of directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

Section 7.   Quorum and Voting.  A quorum of the board of directors consists of majority of the number of directors fixed by the board of directors pursuant to Section 1 of this Article IV. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors, unless the charter requires the vote of a greater number of directors.

Section 8.   Regular Meetings.  Regular meetings of the board of directors may be held without notice at such places, within or without the State of Tennessee, on such dates and at such times as the board of directors may determine from time to time.

Section 9.   Special Meetings.  Special meetings of the board of directors may be called by the president or any two directors and shall be held at such places, within or without the State of Tennessee, on such dates and at such times as may be stated in the notice of meeting.

Section 10.   Notices.  Special meetings of the board of directors must be preceded by at least one day’s notice of the date, time and place of the meeting. The notice need not describe the purpose of the meeting.   Notice of an adjourned meeting need not be given, if the

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time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the period of any one adjournment does not exceed one month.

Section 11.   Meeting by Telephone.  Any or all directors may participate in a regular or special meeting by telephone conference or any other means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 12.   Action by Written Consent.  Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting, if all directors consent to the taking of such action without a meeting by signing one or more written consents describing the action taken and indicating each director’s vote or abstention on the action. The affirmative vote of the number of directors that would be necessary to authorize or take action at a meeting is the act of the board of directors without a meeting. The written consent or consents shall be included in the minutes or filed with the corporate records reflecting the action taken. Action taken by written consent is effective when the Iast director signs the consent, unless the consent specifies a different effective date.

ARTICLE V

WAIVER OF NOTICE

A shareholder or director may waive any notice required to be given by the Act, the charter or these bylaws before or after the date and time stated in the notice. The waiver must be in writing, signed by the shareholder or director entitled to the notice and delivered to the Corporation and filed in the Corporation’s minutes or corporate records, except that a shareholder’s or director’s attendance at or participation in a meeting may constitute a waiver of notice under the Act. Neither the business to be transacted at, nor the purpose of, any meeting of the shareholders or directors need be specified in any waiver of notice.

ARTICLE VI

OFFICERS

Section 1.   Election and Term.  At the first meeting of the board of directors following the annual meeting of shareholders, or as soon thereafter as is conveniently possible, the board of directors shall elect a president and a secretary and such other officers as the board of directors may determine, including a chairman of the board, a vice chairman of the board, one or more vice presidents (any one or more of which may be designated as a senior or executive vice president), a treasurer, a controller and one or more assistant vice presidents, assistant treasurers, assistant controllers and assistant secretaries. The board of directors may elect officers at such additional times as it deems advisable. Each officer of the Corporation shall serve until his successor is elected and qualified or until his earlier resignation or removal. Any number of offices may be held by the same person, except that the president may not serve as the secretary.

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Section 2.   Compensation.  The salaries and other compensation of the officers of the Corporation shall be determined by the board of directors.

Section 3.   Removal.  The board of directors may remove any officer at any time, with or without cause, but no such removal shall affect the contract rights, if any, of the person so removed.

Section 4.   Resignation.  An officer of the Corporation may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is delivered, unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if it provides that the successor does not take office until the effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer.

Section 5.   Duties.  The duties and powers of the officers of the Corporation shall be as follows:

a.             President - - The president shall (i) preside at all meetings of the shareholders and the board of directors, (ii) be primarily responsible for the general management of the business of the Corporation and for implementing the policies and directives of the board of directors, (iii) have authority to make contracts on behalf of the Corporation in the ordinary course of the Corporation’s business and (iv) perform such other duties as from time to time may be assigned by the board of directors.

b.            Secretary - - The secretary shall (i) attend the meetings of the shareholders, the board of directors and committees of the board of directors and prepare minutes of all such meetings in a book to be kept for that purpose, (ii) give, or cause to be given, such notice as may be required of all meetings of the shareholders, board of directors and committees of the board of directors, (iii) authenticate records of the Corporation and (iv) perform such other duties as may be assigned by the president or the board of directors.

ARTICLE VII

DIRECTOR AND OFFICER INDEMNIFICATION

(a)            To the maximum extent permitted by the provisions of Section 48-18-501, et seq., of the Tennessee Business Corporation Act, as amended from time to time (provided, however that if an amendment to such act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph which occur subsequent to the effective date of such amendment), this corporation shall indemnify and advance expenses to any person, his heirs, executors and administrators, for the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

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administrative or investigative and whether formal or informal, including counsel fees actually incurred as a result of such proceeding or action or any appeal thereof, and against all fines (including any excise tax assessed with respect to an employee benefit plan), judgments, penalties and amounts paid in settlement thereof, provided that such proceeding or action be instituted by reason of the fact that such person is or was a director of this corporation.

(b)          This corporation may, to the maximum extent permitted by the provisions of Section 48-18-501 et seq. of the Tennessee Business Corporation Act, as amended from time to time (provided, however, that if an amendment to such act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph which occur subsequent to the effective date of such amendment, indemnify and advance expenses to any person, his heirs, executors and administrators, to the same extent as set forth in subparagraph (a) above, provided that the underlying proceeding or action be instituted by reason of the fact that such person is or was an officer, employee or agent of this corporation, and may also indemnify and advance expenses to such person to the extent, consistent with public policy, determined by the Board of Directors.

(c)           The rights to indemnification and advancement of expenses set forth in subparagraphs (a) and (b) above are contractual between the corporation and the person being indemnified, his heirs, executors and administrators. The rights to indemnification and advancement of expenses set forth in subparagraphs (a) and (b) above are nonexclusive of other similar rights which may be granted by law, this charter, a resolution of the Board of Directors or shareholders of the corporation, the purchase and maintenance of insurance by the corporation, or an agreement with the corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

(d)          No person who is or was a director of this corporation, nor his heirs, executors or administrators, shall be personally liable to this corporation or its shareholders, and no such person may be sued by the corporation or its shareholders, for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision shall not eliminate or limit the liability of any such party (a) for any breach of a director’s duty of loyalty to the corporation or its shareholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (c) for unlawful distributions under Section 48-18-304 of the Tennessee Business Corporation Act, as amended from time to time.

(e)           Any repeal or modification of the provisions of this Article VII, directly or by the adoption of an inconsistent provision of these bylaws, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

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ARTICLE VIII

EMERGENCY BYLAW

In the event that a quorum of directors cannot be readily assembled because of a catastrophic event, the board of directors may take action by the affirmative vote of a majority of those directors present at a meeting and may exercise any emergency power granted to a board of directors under the Act not inconsistent with this bylaw. If no regularly elected director is present, the officer present having the greatest seniority as an officer shall serve as a substitute director and shall appoint additional persons (not to exceed the number most recently fixed by the board of directors) from among the officers or other executive employees of the Corporation to serve as substitute directors. Special meetings of the board of directors may be called in an emergency by any director or, if no director is present at the Corporation’s principal offices, by the officer present having the greatest seniority as an officer.

ARTICLE IX

CORPORATE SEAL

The Corporation may have a corporate seal, but the use of or failure to use any such seal shall not have any legal effect on any action taken or instrument executed by or on behalf of the Corporation. The seal may be used by impressing or affixing it to an instrument or by causing a facsimile thereof to be printed or otherwise reproduced thereon.

ARTICLE X

FISCAL YEAR

The fiscal year of the Corporation shall be as determined by the Board of Directors.

ARTICLE XI

AMENDMENT

The board of directors may amend or repeal these bylaws, unless (i) the charter or the Act reserves this power exclusively to shareholders or (ii) the shareholders, in amending or repealing a particular bylaw, provide expressly that the board of directors may not amend or repeal that bylaw. Shareholders may amend or repeal any bylaw, even though the bylaws may also be amended or repealed by the board of directors.

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ARTICLE XII

DEFINITION

The term “Act” as used in these bylaws refers to the Tennessee Business Corporation Act, as amended from time to time. Terms defined in the Act shall have the same meanings when used in these bylaws.

ADOPTED this 20th day of June, 2000.

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EX-3.65

Exhibit 3.65

CHARTER
OF
SARC/FT. MYERS, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act (the “Act”), adopts the following charter for such corporation:

1.             Name. The name of the corporation is SARC/Ft. Myers. Inc. (the “Corporation”).

2.             Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 3401 West End Avenue, Suite 120, Nashville, Davidson County, Tennessee 37203. The Corporation’s registered agent at the registered office is Charles T. Neal.

3.             Incorporator. The name and address of the sole incorporator of the Corporation is Jennifer A. Boyd. 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219.

4.             Principal Office. The address of the principal office of the Corporation is 3401 West End Avenue, Suite 120, Nashville, Davidson Country, Tennessee 37219.

5.             Corporation for Profit. The Corporation is for profit.

6.             Authorized Shares. The Corporation shall have authority, acting by its board of directors, to issue not more than One Thousand (1,000) shares of common stock such with a par value of one cent ($.01) (“Common Stock”). All shares of Common Stock shall be one and the same class and when issued shall have equal rights of participation in dividends and assets of the Corporation and shall be non-assessable. Each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

7.             Limitation on Directors’ Liability.

(a)        A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act, as amended from time to time.

(b)        If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

8.             Indemnification.

(a)        The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement.   The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act.

(b)        The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to paragraph 8(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are nonexclusive of other similar rights which may be granted by law, this Charter, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation.

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which means of indemnification and advancement of expenses are hereby specifically authorized.

(c)        Any repeal or modification of the provisions of this paragraph 8, either directly or by the adoption of an inconsistent provision of this Charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph 8 which occur subsequent to the effective date of such amendment.

9.             Express Powers of Board of Directors. In furtherance of and not in limitation of the powers conferred by statute, the Corporation is expressly authorized, acting upon the authority of the board of directors and without the approval of the shareholders, to:

(a)        Issue shares of any class or series as a share dividend in respect of shares of the same class or series or any other class or series;

(b)        Fix or change the number of directors, including an increase or decrease in the number of directors;

(c)        Determine, establish or modify, in whole or in part the preferences, limitations and relative rights, of any loss of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights and

(d)        Determine, in accordance with law, the method by which vacancies occurring on the board of directors are to be filled.

10.           Removal of Directors for Cause. Directors may be removed for cause by a vote of a majority of the entire board of directors.

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11.           Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation’s employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located.

/s/ Jennifer A. Boyd

Jennifer A. Boyd
Incorporator

Dated: July 24, 2001

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EX-3.66

Exhibit 3.66

BYLAWS
OF
SARC/FT. MYERS, INC.

1.Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

2.Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in- fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

4.Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than one nor more than five members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

5.Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of

directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

6.Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

7.Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

8.Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

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EX-3.67

Exhibit 3.67

CHARTER

OF

SARC/FW, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under the Tennessee Business Corporation Act, as amended, adopts the following charter for such corporation:

1.             Name. The name of the corporation is SARC/FW, Inc.

2.             Principal and Registered Offices. The address of the principal and registered offices of the corporation in the State of Tennessee shall be 3401 West End Avenue, Suite 120, Nashville, Tennessee, Davidson County, 37203.

3.             Registered Agent. The name of the registered agent of the corporation, located at the registered office set forth above, is Charles T. Neal.

4.             Nature of Corporation. The corporation is for profit.

5.             Incorporator. The name and address of the incorporator are John W. Titas Esq., 414 Union Street. Suite 1600. Nashville Tennessee 37219.

6.             Authorized Stock. The corporation shall have authority, acting by its Board of Directors, to issue no more than one thousand (1,000) shares of common stock, no par value.

7.             Indemnification. To the maximum extent permitted by law, subject to the limitations contained in this Paragraph 7, the corporation shall indemnify an individual who is a party to a proceeding because such individual is or was a director or officer of the corporation against any liability incurred in the proceeding and prior to the disposition thereof, advance the reasonable expenses incurred by such director or officer in connection with the proceeding, except that the corporation shall not be required to indemnify or advance expenses to any director or officer for liability or expenses incurred in a proceeding initiated by or on behalf of such director or officer or to which such director or officer voluntarily becomes a party other than a suit to enforce indemnification rights. Furthermore, no indemnification under this Paragraph 7 shall be made if a judgment or other final adjudication adverse to the director or officer establishes his liability for (i) a breach of the director’s or officer’s duty of loyalty to the corporation or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) any unlawful distributions described in Section 48-18-304 of the Tennessee Business Corporation Act as amended from time to time (the “Act”). No indemnification shall be made by the corporation for any amount paid in settlement without the corporation’s prior written consent.

A director’s or officer’s rights to advancement of expenses are conditioned upon the director’s, or officer’s furnishing the corporation: (i) a written affirmation, personally signed by or on behalf of the director or officer of the good faith belief that he conducted himself in good faith and in the reasonable belief that his conduct was not opposed to the corporation’s best interest and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) written opinion of counsel for the director or officer in the proceeding to the effect that, based on facts known to such counsel, it is reasonably possible that the director or officer will not be found liable contrary to his affirmation, and (iii) a written undertaking (in the form of an unlimited general obligation of the director or officer, which need not be secured) personally signed by or on behalf of the director or officer to repay any advances, if a judgment or final adjudication adverse to the director or officer establishes his liability contrary to his affirmation.

A determination on behalf of the corporation of whether a director or officer is entitled to indemnification or advancement of expenses under this Paragraph 7 shall be made by the board of directors or a committee thereof or by independent special legal counsel in accordance with the provisions of Section 48-18-506 of the Act. A director’s or officer’s rights to indemnification and advancement of expenses as provided in this Paragraph 7 are intended to be greater than those which are otherwise provided for in the Act notwithstanding a failure to meet the standard of conduct required for permissive indemnification under the Act are contractual in nature between the corporation and the director or officer, and are mandatory. A director’s or officer’s rights to indemnification and advancement of expenses under this Paragraph 7 shall not be exclusive of other rights to which a director or officer’s be entitled under an issuance policy, the Act a resolution of the shareholders or directors of the corporation, or an agreement providing for indemnification. Any repeal or modification of the provisions of this Paragraph 7, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification.

8.             Limitation of Directorial Liability.

a.             No person who is or was a director of this corporation, nor his heirs, executors or administrators, shall be personally liable to this corporation or its shareholders, and no such person may be sued by the corporation or its shareholders, for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision shall not eliminate or limit the liability of any such party (i) for any breach of a director’s duty of loyalty to the corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for unlawful distributions under Section 48-18-304 of the Act.

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b.             Any repeal or modification of the provisions of this Paragraph 8, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

DATED this 26^th day of January, 2000.

/s/ John W. Titus

John W. Titus, Esq., Incorporator

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EX-3.68

Exhibit 3.68

BYLAWS
OF
SARC/FW, INC.
(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.Principal Office and Registered Agent. The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2Other Offices. The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1Place Of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3Special Meetings. Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a Special

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Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4Voting. Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Tennessee.

Section 2.5List Of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.8Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required by the Tennessee Business Corporation Act to be taken at any

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annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9Proceedings at Stockholders’ Meetings. At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1Number And Term. The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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Section 3.5Duties And Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Tennessee Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaws. If at any

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meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9Compensation. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10Action Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11Meetings By Conference Telephone. Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 4.1.Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a Chief Operating Officer, Chief Development Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.Salaries. The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.Tenure And Removal; Resignations. The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.President. The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

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Section 4.7Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.10.Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer to

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affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12Assistant Vice Presidents And Assistant Secretaries. Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13Voting Securities Owned By The Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1Certificates Of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 5.2Classes And Series Of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there maybe set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3Lost Certificate. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that maybe made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4Transfer Of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5.5Stockholders’ Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6Registered Stockholders. The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8Transfer Agents And Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

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Section 5.10Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1Power To Indemnify In Actions, Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2Power To Indemnify In Actions, Suits Or Proceedings By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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Section 6.3Authorization Of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5Indemnification By A Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

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Section 6.6Expenses Payable In Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7Nonexclusivitv Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses maybe entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons, specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves

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services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10Survival Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11Limitation On Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12Indemnification Of Employees And Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1Seal. The Corporation shall have no seal.

Section 7.2Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1Bylaw Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the stockholders

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at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2Entire Board Of Directors. As used in this Article VII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IX

NOTICES

Section 9.1Notices. Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2Waivers Of Notice. Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

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EX-3.69

Exhibit 3.69

CHARTER

OF

SARC/GEORGIA, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act (the “Act”), adopts the following charter for such corporation:

1.             Name.  The name of the corporation is SARC/Georgia, Inc. (the “Corporation”).

2.             Registered Office and Registered Agent.  The address of the registered office of the Corporation in Tennessee is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.   The Corporation’s registered agent at the registered office is Charles T. Neal.

3.             Incorporator.  The name and address of the sole incorporator of the Corporation is Matthew R. Burnstein, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219.

4.             Principal Office.  The address of the principal office of the Corporation is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

5.             Corporation for Profit. The Corporation is for profit.

6.             Authorized Shares. The Corporation shall have authority, acting by its board of directors, to issue not more than One Thousand (1,000) shares of common stock, no par value (“Common Stock”). All shares of Common Stock shall be one and the same class and when issued shall have equal rights of participation in dividends and assets of the Corporation and shall be non-assessable. Each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

7.             Limitation on Directors’ Liability.

(a)           A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act, as amended from time to time.

(b) If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

8.             Indemnification.

(a)           The Corporation shall indemnify, and upon request shall advance expenses to. in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act.

(b)           The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to paragraph 8(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are nonexclusive of other similar rights which may be granted by law, this Charter, the bylaws, a resolution of the board of

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directors or shareholders of the Corporation, or an agreement with the Corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

(c)   Any repeal or modification of the provisions of this paragraph 8, either directly or by the adoption of an inconsistent provision of this Charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph 8 which occur subsequent to the effective date of such amendment.

9.             Express Powers of Board of Directors.   In furtherance of and not in limitation of the powers conferred by statute, the Corporation is expressly authorized, acting upon the authority of the board of directors and without the approval of the shareholders, to:

(a)   Issue shares of any class or series as a share dividend in respect of shares of the same class or series or any other class or series;

(b)   Fix or change the number of directors, including an increase or decrease in the number of directors;

(c)   Determine, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and

(d)   Determine, in accordance with law, the method by which vacancies occurring on the board of directors are to be filled.

10.           Removal of Directors for Cause.   Directors may be removed for cause by a vote of a majority of the entire board of directors.

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11.           Consideration of Non-Shareholder Constituencies.   In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation’s employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located.

	/s/ Matthew R. Burnstein
	Matthew R. Burnstein
	Incorporator
Dated: November 11, 2003

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EX-3.70

Exhibit 3.70

BYLAWS

OF

SARC/GEORGIA, INC.

1.Annual Meeting of the Shareholders.   The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

2.Special Meetings of the Shareholders.   Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.Transfer of Stock.   The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

4.Directors.   The business of the Corporation shall be managed by a board of directors consisting of not less than one nor more than five members, such number of directors within such range to be fixed by action of the board of directors.  The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

5.Meetings of the Board of Directors.   Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in

advance, for the convenient assembly of the directors.  A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

6.Officers.   The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock.  Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

7.Committees.   By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

8.Amendment of Bylaws.   The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

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EX-3.71

Exhibit 3.71

CHARTER
OF
SARC/JACKSONVILLE, INC.

The undersigned person having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act, adopts the following charter for such corporation:

1.The name of the corporation is SARC/Jacksonville, Inc. (the “Corporation”).

2.The address of the registered office of the Corporation in Tennessee is 3401 West End Avenue, Suite 120, Nashville, Tennessee 37203. The registered agent is Charles T Neal.

3.The name and address of each incorporator of the Corporation is:

Name	Address
Jennifer A. Boyd Esq	511 Union Street Suite 2100 Nashville, TN 37219

4.The address of the principal office of the Corporation is 3401 West End Avenue, Suite 120, Nashville Tennessee 37203.

5.The Corporation is for profit.

6.The premium number of shares which the Corporation shall have the authority to issue one thousand (1,000) shares of Common Stock.

7.A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders. (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, and (iii) under Section 48-18-304 of the Tennessee Business Corporation Act. If the Tennessee Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

8.The Corporation shall indemnify and upon request shall advance expenses to in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may to the full extent permitted by law purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law the indemnification and advances provided for herein shall include expenses (including attorneys’ fees) judgments fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees) judgments fines and amounts paid in settlement to the full extent permitted by law nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement vote of shareholders or disinterested directors or otherwise both as to action in his official capacity and as to action in another capacity while holding such office Notwithstanding the foregoing the Corporation shall not indemnity any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; (2) in event the board of directors determines that indemnification is not available under the circumstances because the officer or director has not met the standard of conduct set fourth in Section 48-18-302 of the Tennessee Business Corporation Act; or (3) if a judgment or other final adjudication adverse to the indemnitee establishes his liability (i) for any breach of the duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) under Section 48-18-304 of the Tennessee Business Corporation Act.

/s/ Jennifer A. Boyd

Jennifer A. Boyd. Esq.
Incorporator

Dated: 17 July, 2000.

EX-3.72

Exhibit 3.72

BYLAWS

OF

SARC/JACKSONVILLE, INC.

(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.        Principal Office and Registered Agent. The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2         Other Offices. The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1         Place Of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2         Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3         Special Meetings. Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a Special

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Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4         Voting. Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Tennessee.

Section 2.5         List Of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6         Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7         Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.8         Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required by the Tennessee Business Corporation Act to be taken at any

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annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9         Proceedings at Stockholders’ Meetings. At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1         Number And Term. The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2         Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3         Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4         Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

Section 3.5         Duties And Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the

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Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6         Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Tennessee Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7         Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8         Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaws. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may

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adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9         Compensation. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10       Action Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11       Meetings By Conference Telephone. Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12       Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 4.1         Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a Chief Operating Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.        Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.        Salaries. The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.        Tenure And Removal; Resignations. The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.        President. The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

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Section 4.7         Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8         Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9         Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.10.      Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer to

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affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11       Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12       Assistant Vice Presidents And Assistant Secretaries. Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13       Voting Securities Owned By The Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1         Certificates Of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 5.2         Classes And Series Of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3         Lost Certificate. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4         Transfer Of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5.5         Stockholders’ Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6         Registered Stockholders. The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7         Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8         Transfer Agents And Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9         Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

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Section 5.10       Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1         Power To Indemnify In Actions, Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2         Power To Indemnify In Actions, Suits Or Proceedings By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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Section 6.3         Authorization Of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4         Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5         Indemnification By A Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

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Section 6.6         Expenses Payable In Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7         Nonexclusivity Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8         Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9         Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves

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services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10       Survival Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11       Limitation On Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12       Indemnification Of Employees And Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1         Seal. The Corporation shall have no seal.

Section 7.2         Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3         Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1         Bylaw Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the stockholders

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at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2         Entire Board Of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IX

NOTICES

Section 9.1         Notices. Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2         Waivers Of Notice. Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

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EX-3.73

Exhibit 3.73

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF ORGANIZATION
OF
SMBISS EAST GREENWICH, LLC

To the Secretary of State of the State of Tennessee:

Pursuant to the provisions of Section 48-249-204 of the Tennessee Revised Limited Liability Company Act, the undersigned limited liability company submits these Articles of Amendment to its Articles of Organization as follows:

FIRST: The name of the limited liability company is SMBISS East Greenwich, LLC (the “Company”).

SECOND: Section 1 of the Articles of Organization is hereby amended and restated in its entirety to read as follows:

“The name of the limited liability company is SARC/Kent, LLC (the “Company).”

THIRD: This Amendment was duly adopted by the sole member of the Company on November 9, 2006.

FOURTH: This Amendment, which will constitute an amendment to the Articles of Organization, is to be effective when filed with the Secretary of State.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment this 9^th day of November, 2006.

SMBISS EAST GREENWICH, LLC

/s/ Kenneth C. Mitchell

Kenneth C. Mitchell
Vice President

SMBISS EAST GREENWICH, LLC

CONSENT ACTION
TAKEN BY UNANIMOUS WRITTEN CONSENT
OF THE SOLE MEMBER

November 9, 2006

Pursuant to the provisions of the Tennessee Revised Limited Liability Company Act, the undersigned, constituting the sole member of SMBISS East Greenwich, LLC, a Tennessee limited liability company (the “Company”), hereby takes the following actions described herein by unanimous written consent on and effective as of the date hereof:

RESOLVED, that the name of the Company be changed to “SARC/Kent, LLC” and that any proper officers of the Company be and they hereby are authorized and directed to execute Articles of Amendment with respect to the change of name of the Company and to file such Articles of Amendment as they deem necessary for the conduct of the Company’s business; and further

RESOLVED, that the officers of the Company are authorized to take all such further action and to execute and deliver all such further instruments and documents, in the name and on behalf of the Company, in order to fully carry out the intent and to accomplish the purposes of this and the preceding resolutions.

These actions are taken on and are effective as of the date first above written by consent of the member.

Sole Member:

SymbionARC Management Services, Inc.

/s/ Kenneth C. Mitchell

Kenneth C. Mitchell
Vice President

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ARTICLES OF ORGANIZATION
OF
SMBISS EAST GREENWICH, LLC

The undersigned person acting as the organizer of a limited liability company under Tennessee Limited Liability Company Act (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBISS East Greenwich, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Gregg A. Stanley.

Organizer

Andrew E. Loope, Esq. whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760 is the organizer of the LLC.

Number of Members

At the date of the filing of the Articles, there is one member.

Date of Formation

The existence of the LLC is to begin upon the filing of the Articles.

Management

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a board-managed LLC and direct the secretary to file an amendment to the Articles so signifying.

Principal Executive Office

The Principal Executive Office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Transfer of Membership Interest

No Member may transfer or assign his membership interest or any part thereof to any person except as provided in the operating agreement. No holder may transfer or assign his financial rights to any person except as provided in the operating agreement. The consent to transfer may be by member action as provided in the operating agreement. In absence of a provision in the operating agreement, the default rules of the Act shall apply.

Dissolution Events

The events or actions that constitute a dissolution may be by member action or such other event as provided in the operating agreement or the having of no members. In absence of a provision in the operating agreement, the dissolution events shall be the having of no members, or a unanimous vote of the members to dissolve.

Preemptive Rights and Right of First Refusal

Members and parties to a contribution agreement may have preemptive rights if so provided in the operating agreement. The members and/or the LLC and/or a specific member may have rights of first refusal if they are set forth in the operating agreement.

Action on Recommendation

If the operating agreement so provides, action on recommendation as permitted in T.C.A. §48-223-103 shall be allowed.

Expulsion

If the operating agreement so provides, a member may be expelled as provided therein.

Dated: January 25, 2005	/s/ Andrew E. Loope
	Andrew E. Loope, Organizer

EX-3.74

Exhibit 3.74

OPERATING AGREEMENT
OF
SMBISS EAST GREENWICH, LLC

This Operating Agreement (the “Agreement”) of SMBISS East Greenwich, LLC, a Tennessee limited company (the “Company”), is entered into by and between SymbionARC Management Services, Inc. (the “Member”) and the Company, effective as of February 8, 2005.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. On January 26, 2005, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2. Registered Office: Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles, or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3. Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4. Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5. Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31^st unless otherwise determined by the Member.

Section 6. Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7. Address. The address of the Member is set forth below:

40 Burton Hills Boulevard

Suite 500

Nashville, TN 37215

Section 8. New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9. Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10. Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11. Capital Accounts. A capital account will be maintained for the Member in accordance with the Treasury Regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended, and will consist of the sum of the contributions of the Member to the capital of the Company, plus its share of the profits of the Company, less its share of any losses of the Company, and less any distributions to or withdrawals made by or attributed to it from the Company.

Section 12. Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 13. Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 14. Managers. The Member may, from time to time, designate one or more individuals to be managers of the Company, with such titles as the Member may assign to such individuals. The initial managers of the Company will be a Chief Manager and a Secretary, as more specifically provided below. Managers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any manager may resign as such at any time by providing written notice to the Company. Any manager may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any manager position of the Company may be filled by the Member. The managers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 15. Chief Manager. The Chief Manager will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the Chief Manager will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 16. Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 17. Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 17 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”): provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it is ultimately determined that such Indemnitee is not entitled to be indemnified under this Section 17 or otherwise.

Section 18. Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 19. Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 20. Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 21. Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 22. Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBISS EAST GREENWICH, LLC
By:	/s/ Kenneth C. Mitchell
Name:	Kenneth C. Mitchell
Its:	Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES,
INC.
By:	/s/ Kenneth C. Mitchell
Name:	Kenneth C. Mitchell
Its:	Vice President

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EX-3.75

Exhibit 3.75

CHARTER

(For-Profit Corporation)

The undersigned acting as incorporator(s) of a for-profit corporation under the provisions of the Tennessee Business Corporation Act adopts the following Articles of Incorporation.

1.         The name of the corporation is
SARC/Knoxville, Inc.
[NOTE: Pursuant to Tennessee Code Annotated § 48-14-101(a)(1), each corporation name must contain the words corporation, incorporated, or company or the abbreviation corp., Inc., or co.]
2.         The number of shares of stock the corporation is authorized to issue is 1,000
3.         The name and complete address of the corporation’s initial registered agent and office located in the State of Tennessee is
Charles T. Neal
(Name)
3401 West End Avenue. Suite 120, Nashville, TN 37203
(Street Address)	(City)						(State/Zip)
Davidson
(County)
4.         List the name and complete address of each incorporator
Patrick R. Rooney 3401 West End Ave., Suite 120, Nashville, TN 37203
(Name)	(Include Street Address, City, State and Zip Code)
(Name)	(Street Address, City, State and Zip Code)
(Name)	(Street Address, City, State and Zip Code)
5.         The complete address of the corporation’s principal office is
3401 West End Ave., Suite 120 Nashville TN Davidson County, 37203
(Street Address)				(City)		(State/Country/Zip Code)
6.         The corporation is for profit
7.         If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time are
Date  N/A			Time		(Not to exceed 90 days)
8.         Other provisions
Please see Rider attached to this Charter to be part hereof.
10-26-00		/s/ Patrick R. Rooney
Signature Date		Incorporator’s Signature
		Patrick R. Rooney
		Incorporator’s Name (typed or printed)
SS-4417 (Rev. 10/99)		RDA 1678

RIDER TO CHARTER OF

SARC Knoxville, INC.

1.             A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, and (c) under Section 48-18-304 of the Tennessee Business Corporation Act. If the Tennessee Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

2.             The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent Permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “Indemnitee”). The Company may, to the full extent of the law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorney’s fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for such expense (including attorney’s fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking Indemnification from the Corporation may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such Indemnitee (a) in any proceeding by the Corporation against such Indemnitee, (b) in the event the board of directors determines that indemnification is not available under the circumstances because the officer or director has not met the standard of conduct set forth in Section 48-19-502 of the Tennessee Business Corporation Act, or (c) if a judgment or other final adjudication adverse to the Indemnitee establishes his liability (x) for any breach of the duty of loyalty to the Corporation or its shareholders, (y) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (z) under Section 48-18-304 of the Tennessee Business Corporation Act.

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EX-3.76

Exhibit 3.76

BYLAWS
OF
SARC/KNOXVILLE, INC.
(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.        Principal Office and Registered Agent. The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2         Other Offices. The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1         Place Of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2         Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3         Special Meetings. Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a Special

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Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4         Voting. Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Tennessee.

Section 2.5         List Of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6         Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7         Stock Ledger. The stock ledger of the Corporation shall be the only-evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.8         Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required by the Tennessee Business Corporation Act to be taken at any

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annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9         Proceedings at Stockholders’ Meetings. At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1         Number And Term. The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2         Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3         Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4         Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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Section 3.5         Duties And Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6         Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Tennessee Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7         Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8         Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaws. If at any

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meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9         Compensation. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10       Action Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action Without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11       Meetings By Conference Telephone. Members of the Board of Directors or any committee designated by such .Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12       Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 4.1         Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a Chief Operating Officer. Chief Development Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.        Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.        Salaries. The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.        Tenure And Removal: Resignations. The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.        President. The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

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Section 4.7         Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8         Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9         Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.10.      Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do. any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer to

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affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11       Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12       Assistant Vice Presidents And Assistant Secretaries. Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13       Voting Securities Owned By The Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1         Certificates Of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 5.2         Classes And Series Of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3         Lost Certificate. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4         Transfer Of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5.5         Stockholders’ Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6         Registered Stockholders. The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7         Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8         Transfer Agents And Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9         Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

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Section 5.10       Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1         Power To Indemnify In Actions, Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2         Power To Indemnify In Actions, Suits Or Proceedings By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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Section 6.3         Authorization Of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4         Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5         Indemnification By A Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI, The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI. as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

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Section 6.6         Expenses Payable In Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7         Nonexclusivity Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8         Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9         Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves

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services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10       Survival Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11       Limitation On Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12       Indemnification Of Employees And Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1         Seal. The Corporation shall have no seal.

Section 7.2         Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3         Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1         Bylaw Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the stockholders

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at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2         Entire Board Of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IX

NOTICES

Section 9.1         Notices. Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2         Waivers Of Notice. Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

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EX-3.77

Exhibit 3.77

CHARTER

OF

SARC/LARGO PAIN & G.I., INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under the Tennessee Business Corporation Act, as amended, adopts the following charter for such corporation:

1.Name. The name of the Corporation is SARC/Largo Pain & G.I., Inc.

2.Principal and Registered Offices. The address of the principal and registered offices of the Corporation in the State of Tennessee shall be 3401 West End Ave., Suite 120, Nashville, Davidson County, Tennessee 37203.

3.Registered Agent. The name of the registered agent of the Corporation, located at the registered office set forth above, is Charles T. Neal.

4.Nature of Corporation. The Corporation is for profit.

5.Incorporator. The name and address of the incorporator is Patrick R. Rooney 3401 West End Ave., Suite 120, Nashville, Tennessee 37203.

6.Authorized Stock. The Corporation shall have authority, acting by its Board of Directors, to issue not more than one thousand (1,000) shares of common stock, no par value.

7.Indemnification. To the maximum extent permitted by law, subject to the limitations contained in this Paragraph 7, the Corporation shall indemnify an individual who is a party to a proceeding because such individual is or was a director or officer of the Corporation against any liability incurred in the proceeding and prior to the disposition thereof, advance the reasonable expenses incurred by such director or officer in connection with the proceeding, except that the Corporation shall not be required to indemnify or advance expenses to any director or officer for liability or expenses incurred in a proceeding initiated by or on behalf of such director or officer or to which such director or officer voluntarily becomes a party other than a suit to enforce indemnification rights. Furthermore, no indemnification under this Paragraph 7 shall be made if a judgment or other final adjudication adverse to the director or officer establishes his liability for (i) a breach of the director’s or officer’s duty of loyalty to the Corporation or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) any unlawful distributions described in Section 48-18-304 of the Tennessee Business Corporation Act, as amended, (the

“Act”). No indemnification shall be made by the Corporation for any amount paid in settlement without the Corporation’s prior written consent.

A director’s or officer’s rights to advancement of expenses are conditioned upon the director’s or officer’s furnishing the Corporation: (i) a written affirmation, personally signed by or on behalf of the director or officer of the good faith belief that he conducted himself in good faith and in the reasonable belief that his conduct was not opposed to the Corporation’s best interests and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) written opinion of counsel for the director or officer in the proceeding to the effect that, based on facts known to such counsel, it is reasonably possible that the director or officer will not be found liable contrary to his affirmation, and (iii) a written undertaking (in the form of an unlimited general obligation of the director or officer, which need not be secured) personally signed by or on behalf of the director or officer to repay any advances, if a judgment or final adjudication adverse to the director or officer establishes his liability contrary to his affirmation.

A determination on behalf of the Corporation of whether a director or officer is entitled to indemnification or advancement of expenses under this Paragraph 7 shall be made by the board of directors or a committee thereof or by independent special legal counsel in accordance with the provisions of Section 48-18-506 of the Act. A director’s or officer’s rights to indemnification and advancement of expenses as provided in this Paragraph 7 are intended to be greater than those which are otherwise provided for in the Act no withstanding a failure to meet the standard of conduct required for permission indemnification under the Act, are contractual in nature between the Corporation and the director or officer and are mandatory. A director’s or officer’s rights to indemnification and advancement of expenses under this Paragraph 7 shall not be exclusive of other rights to which a director or officer may be entitled under an insurance policy, the Act, a resolution of the shareholders or directors of the Corporation, or an agreement providing for indemnification. Any repeal or modification of the provisions of this Paragraph 7, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification.

8.Limitation of Directorial Liability.

a.No person who is or was a director of this Corporation, nor his heirs, executors or administrators, shall be personally liable to this Corporation or its shareholders, and no such person may be sued by the Corporation or its shareholders, for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision shall not eliminate or limit the liability of any such party (i) for any breach of a director’s duty of loyalty to the Corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of

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law, or (iii) for unlawful distributions under Section 48-183-04 of the Tennessee Business Corporation Act, as amended from time to time.

b.Any repeal or modification of the provisions of this Paragraph 8, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

Dated: March 1, 2002

/s/ Patrick R. Rooney

Patrick R. Rooney, Incorporator

ARTICLES OF AMENDMENT

OF

SARC/LARGO PAIN & G.I., INC.

To the Secretary of State of the State of Tennessee:

Pursuant to the provisions of Section 48-20-103 of the Tennessee Business Corporation Act, the undersigned corporation submits these Articles of Amendment to its Charter as follows:

FIRST: The name of the corporation is SARC Largo Pain & G.I. Inc. (the “Corporation”).

SECOND: Section 1 of the Charter is hereby amended and restated in its entirety to read as follows:

“The name of the corporation is SARC/Largo Endoscopy, Inc. (the “Corporation”).”

THIRD: This Amendment was duly adopted by the Board of Directors and the sole shareholder of the Corporation on September 17, 2002.

FOURTH: This Amendment, when will constitute an amendment to the Charter, is to be effective when filed with the Secretary of State.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment this 23^rd day of October, 2002.

SARC/LARGO PAIN & G.I., INC.

/s/ Kenneth C. Mitchell

Kenneth C. Mitchell

Vice President

EX-3.78

Exhibit 3.78

BYLAWS
OF
SARC/LARGO PAIN & G.I., INC.
(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.        Principal Office and Registered Agent. The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2         Other Offices. The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1         Place Of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2         Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3         Special Meetings. Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a Special

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Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4         Voting. Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Tennessee.

Section 2.5         List Of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6         Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7         Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.8         Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required by the Tennessee Business Corporation Act to be taken at any

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annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9         Proceedings at Stockholders’ Meetings. At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1         Number And Term. The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2         Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3         Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4         Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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Section 3.5         Duties And Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6         Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Tennessee Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7         Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8         Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaws. If at any

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meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9         Compensation. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10       Action Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11       Meetings By Conference Telephone. Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12       Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 4.1         Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a Chief Operating Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.        Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.        Salaries. The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.        Tenure And Removal; Resignations. The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.        President. The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

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Section 4.7         Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8         Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9         Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.10.      Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer to

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affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11       Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12       Assistant Vice Presidents And Assistant Secretaries. Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13       Voting Securities Owned By The Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1         Certificates Of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 5.2         Classes And Series Of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3         Lost Certificate. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4         Transfer Of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5.5         Stockholders’ Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6         Registered Stockholders. The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7         Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8         Transfer Agents And Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9         Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

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Section 5.10       Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1         Power To Indemnify In Actions, Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2         Power To Indemnify In Actions, Suits Or Proceedings By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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Section 6.3         Authorization Of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4         Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5         Indemnification By A Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

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Section 6.6         Expenses Payable In Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7         Nonexclusivity Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8         Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9         Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves

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services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10       Survival Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11       Limitation On Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12       Indemnification Of Employees And Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1         Seal. The Corporation shall have no seal.

Section 7.2         Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3         Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1         Bylaw Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the stockholders

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at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2         Entire Board Of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IX

NOTICES

Section 9.1         Notices. Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2         Waivers Of Notice. Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

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EX-3.79

Exhibit 3.79

CHARTER
OF
SARC/LARGO, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act (the “Act”), adopts the following charter for such corporation:

1.         Name.     The name of the corporation is SARC/Largo, Inc. (the “Corporation”).

2.         Registered Office and Registered Agent.  The address of the registered office of the Corporation in Tennessee is 3401 West End Avenue, Suite 120, Nashville, Davidson County, Tennessee 37203. The Corporation’s registered agent at the registered office is Charles T. Neal.

3.         Incorporator.  The name and address of the sole incorporator of the Corporation is Amy C. Singleton, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219.

4.         Principal Office.  The address of the principal office of the Corporation is 3401 West End Avenue, Suite 120, Nashville, Davidson County, Tennessee 37219.

5.         Corporation for Profit.  The Corporation is for profit.

6.         Authorized Shares.  The Corporation shall have authority, acting by its board of directors, to issue not more than One Thousand (1,000) shares of common stock, each with a par value of one cent ($.01) (“Common Stock”). All shares of Common Stock shall be one and the same class and when issued shall have equal rights of participation in dividends and assets of the Corporation and shall be non-assessable. Each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

7.         Limitation on Directors’ Liability.

(a)       A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act, as amended from time to time.

(b)  If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

8.         Indemnification.

(a)       The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act.

(b)       The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to paragraph 8(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are nonexclusive of other similar rights which may be granted by law, this Charter, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation,

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which means of indemnification and advancement of expenses are hereby specifically authorized.

(c)       Any repeal or modification of the provisions of this paragraph 8, either directly or by the adoption of an inconsistent provision of this Charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph 8 which occur subsequent to the effective date of such amendment.

9.         Express Powers of Board of Directors. In furtherance of and not in limitation of the powers conferred by statute, the Corporation is expressly authorized, acting upon the authority of the board of directors and without the approval of the shareholders, to:

(a)  Issue shares of any class or series as a share dividend in respect of shares of the same class or series or any other class or series;

(b)  Fix or change the number of directors, including an increase or decrease in the number of directors;

(c)  Determine, establish or modify, in whole or in part the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and

(d)  Determine in accordance with law, the method by which vacancies occurring on the board of directors are to be filled.

10.       Removal of Directors for Cause. Directors may be removed for cause by a vote of a majority of the entire board of directors.

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11.       Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation’s employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located.

/s/ Amy C Singleton

Amy C. Singleton
Incorporator

Dated: December 6, 2001

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EX-3.80

Exhibit 3.80

BYLAWS
OF
SARC/LARGO, INC.

1.         Annual Meeting of the Shareholders.    The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

2.         Special Meetings of the Shareholders.    Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.         Transfer of Stock.    The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in- fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

4.         Directors.   The business of the Corporation shall be managed by a board of directors consisting of not less than one nor more than five members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

5.         Meetings of the Board of Directors.    Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the

number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

6.         Officers.    The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

7.         Committees.    By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

8.         Amendment of Bylaws.    The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

EX-3.81

Exhibit 3.81

CHARTER

OF

SARC/METAIRIE, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under the Tennessee Business Corporation Act, as amended, adopts the following charter for such corporation:

1.Name. The name of the corporation is SARC/Metairie. Inc.

2.Principal and Registered Offices. The address of the principal and registered offices of the corporation in the State of Tennessee shall be 3401 West End Avenue, Suite 120, Nashville, Tennessee. Davidson County, 37203.

3.Registered Agent. The name of the registered agent of the corporation, located at the registered office set forth above, is Charles T. Neal.

4.Nature of Corporation. The corporation is for profit.

5.Incorporator. The name and address of the incorporator is Heidi L. Simmons, 414 Union Street, Suite 1600. Nashville. Tennessee 37219.

6.Authorized Stock. The corporation shall have authority, acting by its Board of Directors, to issue not more than one thousand (1,000) shares of common, no par value.

7.Indemnification. To the maximum extent permitted by law, subject to the limitations contained in this Paragraph 7, the corporation shall indemnify an individual who is a party to a proceeding because such individual is or was a director or officer of the corporation against any liability incurred in the proceeding and prior to the disposition thereof, advance the reasonable expenses incurred by such director or officer in connection with the proceeding, except that the corporation shall not be required to indemnify or advance expenses to any director or officer for liability or expenses incurred in a proceeding initiated by or on behalf of such director or officer or to which such director or officer voluntarily becomes a party other than a suit to enforce indemnification rights. Furthermore, no indemnification under this Paragraph 7 shall be made if a judgment or other final adjudication adverse to the director or officer establishes his liability for (i) a breach of the Director’s or officer’s duty of loyalty to the corporation or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) any unlawful distributions described in Section 48-18-304 of the Tennessee Business Corporation Act. as amended from time to time (the “Act”). No indemnification shall be made by the corporation for any amount paid in settlement without the corporation’s prior written consent.

A director’s or officer’s rights to advancement of expenses are conditioned upon the director’s or officer’s furnishing the corporation: (i) a written affirmation, personally signed by or on behalf of the director or officer of the good faith belief that he conducted himself in good faith and in the reasonable belief that his conduct was not opposed to the corporation’s best interests and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) written opinion of counsel for the director or officer in the proceeding to the effect that, based on facts known to such counsel, it is reasonably possible that the director or officer will not be found liable contrary to his affirmation, and (iii) a written undertaking (in the form of an unlimited general obligation of the director or officer, which need not be secured) personally signed by or on behalf of the director or officer to repay any advances, if a judgment or final adjudication adverse to the director or officer establishes his liability’ contrary to his affirmation.

A determination on behalf of the corporation of whether a director or officer is entitled to indemnification or advancement of expenses under this Paragraph 7 shall be made by the board of directors or a committee thereof or by independent special legal counsel in accordance with the provisions of Section 48-18-506 of the Act. A director’s or officer’s rights to indemnification and advancement of expenses as provided in this Paragraph 7 are intended to be greater than those which are otherwise provided for in the Act notwithstanding a failure to meet the standard of conduct required for permissive indemnification under the Act, are contractual in nature between the corporation and the director or officer, and are mandatory. A director’s or office’s rights to indemnification and advancement of expenses under this Paragraph 7 shall not be exclusive of other rights to which a director or officer may be entitled under an insurance policy, the Act, a resolution of the shareholders or directors of the corporation, or an agreement providing for indemnification. Any repeal or modification of the provisions of this Paragraph 7, directly or by the adoption of an inconsistent provision of the charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the of such repeal or modification.

8. Limitation of Directorial Liability.

a.No person who is or was a director of this corporation. nor his heirs, executors or administrators, shall be personally liable to this corporation or its shareholders, and no such person may be sued by the corporation or its shareholders, for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision shall not eliminate or limit the liability of any such party (i) for any breach of a director’s duty of loyalty to the corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for unlawful distributions under Section 48-18-304 of the Act.

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b.Any repeal or modification of the provisions of this Paragraph 8, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

DATED this 22^nd day of June, 2000.

/s/ Heidi L. Simmons

Heidi L. Simmons, Esq., lncorporator

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EX-3.82

Exhibit 3.82

BYLAWS
OF
SARC/METAIRIE, INC.

ARTICLE I

CORPORATE OFFICES

The Corporation shall maintain a registered office in the State of Tennessee and may also have such other offices, including its principal office, at such places, within or without the State of Tennessee, as the board of directors may from time to time designate or the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS’ MEETING

Section 1.      Annual Meetings. The annual meeting of shareholders shall be held on such date and at such time as shall be designated from time to time by the board of directors and stated in the notice of the meeting. At such meeting, the shareholders shall elect directors and transact such other business as may be properly brought before the meeting.

Section 2.      Special Meetings. Special meetings of shareholders may be called for any purpose or purposes by the board of directors or by holders of at least ten percent of all the votes entitled to be cast on any issue to be considered at the proposed special meeting who sign, date and deliver to the Corporation’s secretary one or more written demands for the meeting. Such demand or demands must describe the purpose or purposes for which the meeting is to be held.

Section 3.      Notice of Meetings. A written notice of each meeting of shareholders stating the place, date and time of the meeting, and, in the case of a special meeting, describing the purpose or purposes for which the meeting is called, shall be given to each shareholder entitled to notice of such meeting not less than ten days nor more than two months before the date of the meeting.

Section 4.      Place of Meetings. Meetings of shareholders shall be held at such places, within or without the State of Tennessee, as may be designated by the board of directors and stated in the notice of meeting.

Section 5.      Quorum. The holders of shares entitled to vote may take action on a matter at a meeting only if a quorum exists with respect to that matter. Unless the charter or the

Act provides otherwise, the holders of a majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. Once a share is represented for any purpose at a meeting, the holder is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.

Section 6.      Voting. Directors shall be elected by a plurality of the votes cast by shareholders entitled to vote in the election at a meeting at which a quorum is present. Shareholder action on any other matter is approved if the votes cast by shareholders in favor of the action exceed the votes cast by shareholders in opposition to such action, unless the Act provides otherwise.

Section 7.      Adjournment. If a meeting of shareholders is adjourned to another date, time or place, notice need not be given of the adjourned meeting if the new date, time and place are announced at the meeting before the adjournment. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the time originally designated for the meeting if a quorum existed at the time originally designated for the meeting; provided, however, if a new record date is or must be fixed under the Act or these bylaws, a notice of the adjourned meeting must be given to shareholders as of the new record date.

Section 8.      Proxies. A shareholder may appoint a proxy by executing a writing which authorizes another person or persons to vote or otherwise act on the shareholder’s behalf. Execution may be accomplished by any reasonable means, including facsimile transmission, either personally or by his attorney-in-fact in the case of an individual shareholder or by an authorized officer, director, employee, agent or attorney-in-fact in the case of any other shareholder. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months, unless another period is expressly provided for in the appointment form. An appointment of a proxy is revocable by the shareholder, unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

Section 9.      Meeting by Telephone. Any or all shareholders may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all shareholders participating may simultaneously hear each other during the meeting. A shareholder who participates in a meeting by this means is deemed to be present in person at the meeting.

Section 10.    Action by Written Consent. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, if all shareholders consent to the taking of such action without a meeting by signing one or more written consents describing the action taken and indicating each shareholder’s vote or abstention on the action. The affirmative vote of the number of shares which would be necessary to authorize or take action at a meeting of shareholders is the act of the shareholders without a meeting. The written consent or consents shall be included in the minutes or filed with the corporate records reflecting the action taken.

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Action taken by written consent is effective when the last shareholder signs the consent, unless the consent specifies a different effective date.

ARTICLE III

RECORD DATE

In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other action, the board of directors may fix, in advance, a record date, which shall not be more than seventy nor less than ten days before the date of such meeting, nor more than seventy days prior to any other action. If no record date is fixed, (i) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day before the day on which the first notice is given to such shareholders and (ii) the record date for determining shareholders for any other purpose shall be at the close of business on the day that the board of directors authorizes the action. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting, unless the board of directors fixes a new record date. The board of directors must fix a new record date, if the meeting is adjourned to a date more than four months after the date fixed for the original meeting.

ARTICLE IV

DIRECTORS

Section 1.      Number and Term. The business and affairs of the Corporation shall be managed under the direction of a board of directors consisting initially of three members, but which may be changed from time to time by a resolution of the board of directors. Each director shall hold office until the next annual meeting of shareholders and until his successor is elected and qualified or until his earlier resignation or removal. A decrease in the number of directors shall not shorten an incumbent director’s term.

Section 2.      Committees. The board of directors, with the approval of a majority of all the directors in office when the action is taken, may create one or more committees. A committee shall consist of one or more directors who serve at the pleasure of the board of directors. Any such committee, to the extent specified by the board of directors, may exercise the authority of the board of directors in supervising the management of the business and affairs of the Corporation, except that a committee may not: (i) authorize distributions, except according to a formula or method prescribed by the board of directors; (ii) approve or propose to shareholders action required by law to be approved by shareholders; (iii) fill vacancies on the board of directors or any of its committees; (iv) amend the charter; (v) adopt, amend or repeal bylaws; (vi) approve a plan of merger not requiring shareholder approval; (vii) authorize or

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approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (viii) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee or senior executive officer of the Corporation to do so within limits specifically prescribed by the board of directors. The provisions of Sections 7, 8, 9, 10, 11 and 12 of this Article IV and of Article V applicable to the board of directors shall also apply to committees.

Section 3.      Compensation. Directors shall receive such compensation as shall be fixed by the board of directors and shall be entitled to reimbursement for any reasonable expenses incurred in attending meetings and otherwise carrying out their duties. Directors may also serve the Corporation in any other capacity and receive compensation therefor.

Section 4.      Removal. Shareholders may remove one or more directors with or without cause. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

Section 5.      Resignation. A director may resign at any time by delivering written notice to the Corporation, the board of directors, the president. A resignation is effective when the notice is delivered, unless the notice specifies a later effective date.

Section 6.      Vacancies. The board of directors may fill any vacancy occurring on the board of directors, including any vacancy resulting from an increase in the number of directors or from the resignation or removal of a director. If the directors remaining in office constitute fewer than a quorum, the board of directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

Section 7.      Quorum and Voting. A quorum of the board of directors consists of majority of the number of directors fixed by the board of directors pursuant to Section 1 of this Article IV. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors, unless the charter requires the vote of a greater number of directors.

Section 8.      Regular Meetings. Regular meetings of the board of directors may be held without notice at such places, within or without the State of Tennessee, on such dates and at such times as the board of directors may determine from time to time.

Section 9.      Special Meetings. Special meetings of the board of directors may be called by the president or any two directors and shall be held at such places, within or without the State of Tennessee, on such dates and at such times as may be stated in the notice of meeting.

Section 10.    Notices. Special meetings of the board of directors must be preceded by at least one day’s notice of the date, time and place of the meeting. The notice need not describe the purpose of the meeting. Notice of an adjourned meeting need not be given, if the

4

time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the period of any one adjournment does not exceed one month.

Section 11.    Meeting by Telephone. Any or all directors may participate in a regular or special meeting by telephone conference or any other means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 12.    Action by Written Consent. Any action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting, if all directors consent to the taking of such action without a meeting by signing one or more written consents describing the action taken and indicating each director’s vote or abstention on the action. The affirmative vote of the number of directors that would be necessary to authorize or take action at a meeting is the act of the board of directors without a meeting. The written consent or consents shall be included in the minutes or filed with the corporate records reflecting the action taken. Action taken by written consent is effective when the last director signs the consent, unless the consent specifies a different effective date.

ARTICLE V

WAIVER OF NOTICE

A shareholder or director may waive any notice required to be given by the Act, the charter or these bylaws before or after the date and time stated in the notice. The waiver must be in writing, signed by the shareholder or director entitled to the notice and delivered to the Corporation and filed in the Corporation’s minutes or corporate records, except that a shareholder’s or director’s attendance at or participation in a meeting may constitute a waiver of notice under the Act. Neither the business to be transacted at, nor the purpose of, any meeting of the shareholders or directors need be specified in any waiver of notice.

ARTICLE VI

OFFICERS

Section 1.      Election and Term. At the first meeting of the board of directors following the annual meeting of shareholders, or as soon thereafter as is conveniently possible, the board of directors shall elect a president and a secretary and such other officers as the board of directors may determine, including a chairman of the board, a vice chairman of the board, one or more vice presidents (any one or more of which may be designated as a senior or executive vice president), a treasurer, a controller and one or more assistant vice presidents, assistant treasurers, assistant controllers and assistant secretaries. The board of directors may elect officers at such additional times as it deems advisable. Each officer of the Corporation shall serve until his successor is elected and qualified or until his earlier resignation or removal. Any number of offices may be held by the same person, except that the president may not serve as the secretary.

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Section 2.      Compensation. The salaries and other compensation of the officers of the Corporation shall be determined by the board of directors.

Section 3.      Removal. The board of directors may remove any officer at any time, with or without cause, but no such removal shall affect the contract rights, if any, of the person so removed.

Section 4.      Resignation. An officer of the Corporation may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is delivered, unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if it provides that the successor does not take office until the effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer.

Section 5.      Duties The duties and powers of the officers of the Corporation shall be as follows:

a.         President - The president shall (i) preside at all meetings of the shareholders and the board of directors, (ii) be primarily responsible for the general management of the business of the Corporation and for implementing the policies and directives of the board of directors, (iii) have authority to make contracts on behalf of the Corporation in the ordinary course of the Corporation’s business and (iv) perform such other duties as from time to time may be assigned by the board of directors.

b.         Secretary - The secretary shall (i) attend the meetings of the shareholders, the board of directors and committees of the board of directors and prepare minutes of all such meetings in a book to be kept for that purpose, (ii) give, or cause to be given, such notice as may be required of all meetings of the shareholders, board of directors and committees of the board of directors, (iii) authenticate records of the Corporation and (iv) perform such other duties as maybe assigned by the president or the board of directors.

ARTICLE VII

DIRECTOR AND OFFICER INDEMNIFICATION

(a)       To the maximum extent permitted by the provisions of Section 48-18-501, et seg., of the Tennessee Business Corporation Act, as amended from time to time (provided, however, that if an amendment to such act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph which occur subsequent to the effective date of such amendment), this corporation shall indemnify and advance expenses to any person, his heirs, executors and administrators, for the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

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administrative or investigative and whether formal or informal, including counsel fees actually incurred as a result of such proceeding or action or any appeal thereof, and against all fines (including any excise tax assessed with respect to an employee benefit plan), judgments, penalties and amounts paid in settlement thereof, provided that such proceeding or action be instituted by reason of the fact that such person is or was a director of this corporation.

(b)       This corporation may, to the maximum extent permitted by the provisions of Section 48-18-501 et seg. of the Tennessee Business Corporation Act, as amended from time to time (provided, however, that if an amendment to such act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph which occur subsequent to the effective date of such amendment), indemnify and advance expenses to any person, his heirs, executors and administrators, to the same extent as set forth in subparagraph (a) above, provided that the underlying proceeding or action be instituted by reason of the fact that such person is or was an officer, employee or agent of this corporation, and may also indemnify and advance expenses to such person to the extent, consistent with public policy, determined by the Board of Directors.

(c)       The rights to indemnification and advancement of expenses set forth in subparagraphs (a) and (b) above are contractual between the corporation and the person being indemnified, his heirs, executors and administrators. The rights to indemnification and advancement of expenses set forth in subparagraphs (a) and (b) above are nonexclusive of other similar rights which may be granted by law, this charter, a resolution of the Board of Directors or shareholders of the corporation, the purchase and maintenance of insurance by the corporation, or an agreement with the corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

(d)       No person who is or was a director of this corporation, nor his heirs, executors or administrators, shall be personally liable to this corporation or its shareholders, and no such person may be sued by the corporation or its shareholders, for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision shall not eliminate or limit the liability of any such party (a) for any breach of a director’s duty of loyalty to the corporation or its shareholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (c) for unlawful distributions under Section 48-18-304 of the Tennessee Business Corporation Act, as amended from time to time.

(e)       Any repeal or modification of the provisions of this Article VII, directly or by the adoption of an inconsistent provision of these bylaws, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

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ARTICLE VIII

EMERGENCY BYLAW

In the event that a quorum of directors cannot be readily assembled because of a catastrophic event, the board of directors may take action by the affirmative vote of a majority of those directors present at a meeting and may exercise any emergency power granted to a board of directors under the Act not inconsistent with this bylaw. If no regularly elected director is present, the officer present having the greatest seniority as an officer shall serve as a substitute director and shall appoint additional persons (not to exceed the number most recently fixed by the board of directors) from among the officers or other executive employees of the Corporation to serve as substitute directors. Special meetings of the board of directors may be called in an emergency by any director or, if no director is present at the Corporation’s principal offices, by the officer present having the greatest seniority as an officer.

ARTICLE IX

CORPORATE SEAL

The Corporation may have a corporate seal, but the use of or failure to use any such seal shall not have any legal effect on any action taken or instrument executed by or on behalf of the Corporation. The seal may be used by impressing or affixing it to an instrument or by causing a facsimile thereof to be printed or otherwise reproduced thereon.

ARTICLE X

FISCAL YEAR

The fiscal year of the Corporation shall be as determined by the Board of Directors.

ARTICLE XI

AMENDMENT

The board of directors may amend or repeal these bylaws, unless (i) the charter or the Act reserves this power exclusively to shareholders or (ii) the shareholders, in amending or repealing a particular bylaw, provide expressly that the board of directors may not amend or repeal that bylaw. Shareholders may amend or repeal any bylaw, even though the bylaws may also be amended or repealed by the board of directors.

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ARTICLE XII

DEFINITION

The term “Act” as used in these bylaws refers to the Tennessee Business Corporation Act, as amended from time to time. Terms defined in the Act shall have the same meanings when used in these bylaws.

ADOPTED this 23rd day of June, 2000.

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EX-3.83

Exhibit 3.83

CERTIFICATE OF FORMATION

OF

SARC/PROVIDENCE, LLC

Pursuant to the provisions of §48-203-102 of the Tennessee Limited Liability Company Act, the undersigned hereby submits the following statement.

1.The limited liability company will be formed at 11:59 p.m. on December 31, 2007.

Signature Date: December 21, 2007

SARC/PROVIDENCE, LLC
By:	/s/ Andrew E. Loope
Andrew E. Loope, Authorized Person

EXHIBIT A

Articles of Organization

Name

The name of the limited liability company is SARC/Providence, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial registered agent is Clifford G. Adlerz.

Organizer

Andrew E. Loope, Esq., whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760, is the organizer of the LLC.

Number of Members

At the date of the filing of the Certificate of Conversion, there is one (1) member.

Date of Formation

The existence of the LLC is to begin at the Effective Time, which is 11:59 p.m. on December 31, 2007.

Management

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

Principal Executive Office

The principal executive office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

EXHIBIT A

Articles of Organization

Name

The name of the limited liability company is SARC/Providence, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial registered agent is Clifford G. Adlerz.

Organizer

Andrew E. Loope, Esq., whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760, is the organizer of the LLC.

Number of Members

At the date of the filing of the Certificate of Conversion, there is one (1) member.

Date of Formation

The existence of the LLC is to begin at the Effective Time, which is 11:59 p.m. on December 31, 2007.

Management

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

Principal Executive Office

The principal executive office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

CERTIFICATE OF CONVERSION

OF

SARC/PROVIDENCE, INC.

Pursuant to the provisions of Section 48-21-111 of the Tennessee Business Corporation Act, SARC/Providence, Inc., a Tennessee corporation originally formed on August 14, 2003, (the “Company”), hereby adopts the following Certificate of Conversion:

1.      The Company will be converted to a limited liability company from a corporation effective at 11:59 p.m. on December 31, 2007.

2.      The name of the Company immediately prior the conversion was SARC/Providence, Inc. and the principal address of the Company was 40 Burton Hills Boulevard, Suite 500, Nashville, Tennessee 37215.

3.      The name of the domestic limited liability company, as set forth in its Articles of Organization, is SARC/Providence, LLC.

3.      The Plan of Conversion attached hereto as Exhibit A is incorporated herein by reference.

4.      The terms and conditions of the conversion have been approved by the Company’s sole shareholder.

5.      The Articles of Organization of the limited liability company satisfy Section 48-205-101 of the Tennessee Limited Liability Company Act and are included in their entirety in the Plan of Conversion.

6.      At the time of the conversion, there will be one (1) member of the limited liability company.

December 21, 2007.

SARC/PROVIDENCE, INC.
By:	/s/ Teresa F. Sparks
Teresa F. Sparks Vice President

EXHIBIT A

Plan of Conversion

See attached.

PLAN OF CONVERSION
OF
SARC/PROVIDENCE, INC.

Pursuant to the provisions of Section 48-21-111 of the Tennessee Business Corporation Act, SARC/Providence, Inc., a Tennessee corporation (the “Company”), hereby converts from a corporation into a limited liability company pursuant to the terms and conditions set forth herein:

1.Conversion of the Company into a Limited Liability Company

(a) The Company, by the filing of the Certificate of Conversion, will convert from a corporation into a limited liability company. The name of the limited liability company into which the Company will be converted is SARC/Providence, LLC (the “LLC”).

(b) At 11:59 p.m. on December 31, 2007 (the “Effective Time”), all of the shares held by the sole shareholder of the Company shall, by virtue of the conversion and without any action on the part of such shareholder, be converted into 100% of the membership interests of the LLC. At the conclusion of the conversion, the ownership of the LLC shall be identical to the ownership of the Company immediately prior to the conversion.

(c) As a result of the conversion and without any action on the part of the Company’s sole shareholder, at the Effective Time, all shares of the Company shall cease to be outstanding, shall be canceled and retired and shall cease to exist, and the Company’s sole shareholder shall thereafter cease to have any rights with respect to such shares, except the right to retain 100% of the membership interests of the LLC.

2.Articles of Organization

The contents of the Articles of Organization for the LLC are set forth on Exhibit A attached hereto.

3.Approval of the Conversion

(a) This Plan of Conversion was duly approved and adopted by the directors of the Company on December 21, 2007.

(b) This Plan of Conversion was duly approved and adopted by the sole shareholder of the Company on December 21, 2007.

4.Adoption of the Operating Agreement

The approval and adoption of the terms and conditions set forth in this Plan of Conversion and in the Certificate of Conversion shall be deemed to be an execution of the operating agreement by the sole member of the LLC.

5.Effective Date

The conversion shall become effective at the Effective Time, as defined in Section l(b) of this Plan of Conversion.

EX-3.84

Exhibit 3.84

OPERATING AGREEMENT
OF
SARC/PROVIDENCE, LLC

This Operating Agreement (the “Agreement”) of SARC/PROVIDENCE, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of December 31, 2007.

WHEREAS, the Member desires to adopt an operating agreement in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.      Organization. Effective December 31, 2007, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.      Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.      Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.      Term. The Company commenced on the effective date of the Articles and will continue in existence until terminated pursuant to this Agreement.

Section 5.      Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.      Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.	Address. The address of the Member is set forth below:
	c/o SymbionARC Management Services, Inc.
	40 Burton Hills Boulevard
	Suite 500
	Nashville, TN 37215

Section 8.      New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.      Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.    Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in an amount agreed to by the Member and the Company. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.    Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.    Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.    Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.    President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.    Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 16.    Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, lines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnities, to repay all amounts so advanced if it is ultimately determined that such indemnities is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.    Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.    Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.    Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.    Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.    Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SARC/PROVIDENCE, LLC
By:	/s/ Teresa F. Sparks
	Teresa F. Sparks, Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:	/s/ Teresa F. Sparks
	Teresa F. Sparks, Vice President

4

EX-3.85

Exhibit 3.85

ARTICLES OF

ORGANIZATION

(LIMITED LIABILITY COMPANY)

The undersigned acting as organizer(s) of a Limited Liability Company under the provisions of the Tennessee Limited Liability Company Act, § 48-205-101, adopts the following Articles of Organizations.

1.   The name of the Limited Liability Company is:
SARC/San Antonio, LLC

(NOTE: Pursuant to the provisions of § 48-207-101, each limited Liability Company name must contain the words “Limited Liability Company” or the abbreviation “LLC” or “LLC.”)

2.   The name and complete address of the Limited Liability Company’s initial registered agent and office located in the state of Tennessee is:

Charles T. Neal

(Name)

3401 West End Ave., Suite 120, Nashville, TN 37203
(Street Address)	(City)	(State/Zip Code)

Davidson

(County)

3.   List the name and complete address of each organizer of this Limited Liability Company.

Patrick R. Rooney 3401 West End Ave. Suite 120, Nashville, TN 37203
(Name)	(Include: Street Address, City, State and Zip Code)

N/A
(Name)	(Street Address, City, State and Zip Code)

N/A
(Name)	(Street Address, City, State and Zip Code)

4.   The Limited Liability Company will be: (NOTE: PLEASE MARK APPLICABLE BOX)

o Board Managed x Member Managed

5.   Number of members at the date of filing 1.

6.   If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time is:

Date N/A ,                     , Time                                                          (Not to exceed 90 days.)

7.   The complete address of the Limited Liability Company’s principal executive office is:

3401 West End Ave., Suite 120,	Nashville,	TN	Davidson County 37203
(Street Address)		(City)		(State/Country/Zip Code)

8.   Period of Duration: Perpetual

9.   Other Provisions:
See Attached

06/25/01	/s/ Patrick R. Rooney
Signature Date	Signature (manager or member authorized to sign by the Limited Liability Company)

Organizer	Patrick R. Rooney
Signer’s Capacity	Name (typed or Printed)

SS-4249 (Rev. 4/01) Filing Fee: $50 per member (minimum fee = $300, maximum fee = $3,000) RDA 2458

Transfer of Membership Interest

No Member may transfer or assign his membership interest or any part thereof to any person except as provided in the operating agreement. No holder may transfer or assign his financial rights to any person except as provided in the operating agreement. The consent to transfer may be by member action and/or by board action as provided in the operating agreement. In absence of a provision in the operating agreement, the default rules of the Act shall apply.

Dissolution Events

The events or actions that constitute a dissolution may be by board and/or member action as provided in the operating agreement. In absence of a provision in the operating agreement, the dissolution events shall be the having of no members, or a unanimous vote of the members to dissolve.

Preemptive Rights and Right of First Refusal

Members and parties to a contribution agreement may have preemptive rights if so provided in the operating agreement. The members and/or the LLC and/or a specific member may have rights of first refusal if they are set forth in the operating agreement.

Action on Recommendation

If the operating agreement so provides, action on recommendation as permitted in T.C.A. §48-223-103 shall be allowed.

Expulsion

If the operating agreement so provides, a member may be expelled as provided therein.

EX-3.86

Exhibit 3.86

SINGLE MEMBER OPERATING AGREEMENT

OPERATING AGREEMENT
OF
SARC/SAN ANTONIO, LLC

Members

	Aggregate Percentage Interest				Cash Contributed or Agreed Value of Other Property or
Name, Address, SSN	Financial		Governance		Services Contributed
ARC Financial Services Corporation 3401 West End Avenue Suite 120 Nashville, Tennessee 37203 FEIN: 62-1757872	100	%	100	%	$	1,000.00

ATTEST: The above information is true, complete and correct this the 29th day of June, 2001.

/s/ Ronald L. Brank

Secretary

1

SINGLE MEMBER OPERATING AGREEMENT

SARC/SAN ANTONIO, LLC
OPERATING AGREEMENT

Parties to Contribution Agreements

Name, Address, SS#	Class of Membership Interest and Percentage Interest to be Acquired	Amount of Cash or Value of Property or Services Required to be Contributed	Time at Which Contribution is Required to be Made
None

ATTEST: The above information is true. complete and correct this the 29th day of June, 2001.

/s/ Ronald L. Brank

Secretary

2

SINGLE MEMBER OPERATING AGREEMENT

SARC/SAN ANTONIO, LLC
OPERATING AGREEMENT

Parties to Contribution Allowance Agreements

Name, Address, SS#	Class of Membership Interest and Percentage Interest Able to be Acquired	Amount of Cash or Value of Property or Services that must be Contributed to Acquire Interest	Time at Which Contribution is to be Made
None

ATTEST: The above information is true, complete and correct this the 29th day of June, 2001.

/s/ Ronald L. Brank

Secretary

3

SINGLE MEMBER OPERATING AGREEMENT

SARC/SAN ANTONIO, LLC
OPERATING AGREEMENT

Assignees of Financial Rights

Name, Address, SS#	Name of Assignor	Amount of Financial Rights Assigned
None

ATTEST: The above information is true, complete and correct this the 29th day of June, 2001.

/s/ Ronald L. Brank

Secretary

4

SINGLE MEMBER OPERATING AGREEMENT

SARC/SAN ANTONIO, LLC
OPERATING AGREEMENT

Managers

Chief Manager and President:	Charles T. Neal
Chief Financial Officer, Sr. Vice President,
Secretary and Treasurer:	Ronald L. Brank
Chief Development Officer
and Sr. Vice President:	William V. B. Webb
Principal Executive Office:	3401 West End Avenue
	Suite 120
	Nashville, Tennessee 37203

Except as provided herein, the LLC shall be controlled by the default rules of the Act and the provisions of the Articles. The LLC shall be member-managed. The Membership Interests (Financial Rights and Governance Rights) are as set forth herein. In order to make a distribution greater than the amount required to pay federal income taxes on the income of the LLC, all distributions shall require the consent of the majority of the Members. There shall, to the extent reasonably possible, be annual distributions equal to the federal tax on the taxable income of the LLC. Membership Interests and Financial Rights may only be assigned upon the consent of a majority of the Members. New Members may only be admitted on a Majority Vote of the then existing Members. For these purposes, “Majority Vote” shall mean a majority of the Governance Rights entitled to vote on the matter, or with respect to Members, a majority in number of Members entitled to vote, whether or not present at a meeting. The only dissolution events shall be the having of no Members or a Majority Vote of the Members to dissolve the LLC.

This the 29th day of June, 2001.

SYMBION AMBULATORY RESOURCE CENTRES, INC.
By:	/s/ Charles T. Neal
	Charles T. Neal
	President and CEO
ATTEST: The above information is true, complete and correct this the 29th day of June, 2001.
/s/ Ronald L. Brank
Secretary

5

EX-3.87

Exhibit 3.87

CHARTER

OF

SARC/ SAVANNAH, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under the Tennessee Business Corporation Act, as amended, adopts the following charter for such corporation:

1.             Name. The name of the Corporation is SARC/Savannah. Inc.

2.             Principal and Registered Offices. The address of the principal and registered offices of the Corporation in the State of Tennessee shall be 40 Burton Hills Blvd., Suite 500, Nashville, Davidson County, Tennessee, 37215.

3.             Registered Agent. The name of the registered agent of the Corporation, located at the registered office set forth above, is Gregg A. Stanley.

4.             Nature of Corporation. The Corporation is for profit.

5.             Incorporator. The name and address of the incorporator is Patrick R. Rooney, 40 Burton Hills Blvd., Suite 500, Nashville, Tennessee, 37215.

6.             Authorized Stock. The Corporation shall have authority, acting by its Board of Directors, to issue not more than one thousand (1,000) shares of common stock, no par value.

7.             Indemnification. To the maximum extent permitted by law, subject to the limitations contained in this Paragraph 7, the Corporation shall indemnify an individual who is a party to a proceeding because such individual is or was a director or officer of the Corporation against any liability incurred in the proceeding and prior to the disposition thereof, advance the reasonable expenses incurred by such director or officer in connection with the proceeding, except that the Corporation shall not be required to indemnify or advance expenses to any director or officer for liability or expenses incurred in a proceeding initiated by or on behalf of such director or officer or to which such director or officer voluntarily becomes a party other than a suit to enforce indemnification rights. Furthermore, no indemnification under this Paragraph 7 shall be made if a judgment or other final adjudication adverse to the director or officer establishes his liability for (i) a breach of the director’s or officer’s duty of loyalty to the Corporation or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) any unlawful distributions described in Section 48-18-304 of the Tennessee Business Corporation Act, as amended, (the

“Act”). No indemnification shall be made by the Corporation for any amount paid in settlement without the Corporation’s prior written consent.

A director’s or officer’s rights to advancement of expenses are conditioned upon the director’s or officer’s furnishing the Corporation: (i) a written affirmation, personally signed by or on behalf of the director or officer of the good faith belief that he conducted himself in good faith and in the reasonable belief that his conduct was not opposed to the Corporation’s best interests and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) written opinion of counsel for the director or officer in the proceeding to the effect that, based on facts known to such counsel, it is reasonably possible that the director or officer will not be found liable contrary to his affirmation, and (iii) a written undertaking (in the form of an unlimited general obligation of the director or officer, which need not be secured) personally signed by or on behalf of the director or officer to repay any advances, if a judgment or final adjudication adverse to the director or officer establishes his liability contrary to his affirmation.

A determination on behalf of the Corporation, of whether a director or officer is entitled to indemnification or advancement of expenses under this Paragraph 7 shall be made by the board of directors or a committee thereof or by independent special legal counsel in accordance with the provisions of Section 48-18-506 of the Act. A director’s or officer’s rights to indemnification and advancement of expenses as provided in this Paragraph 7 are intended to be greater than those which are otherwise provided for in the Act notwithstanding a failure to meet the standard of conduct required for permissive indemnification under the Act, are contractual in nature between the Corporation and the director or officer, and are mandatory. A director’s or officer’s rights to indemnification and advancement of expenses under this Paragraph 7 shall not be exclusive of other rights to which a director or officer may be entitled under an insurance policy, the Act, a resolution of the shareholders or directors of the Corporation, or an agreement providing for indemnification. Any repeal or modification of the provisions of this Paragraph 7, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification.

8.             Limitation of Directorial Liability.

a.          No person who is or was a director of this Corporation, nor his heirs, executors or administrators, shall be personally liable to this Corporation or its shareholders, and no such person may be sued by the Corporation or its shareholders, for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision shall not eliminate or limit the liability of any such party (i) for any breach of a director’s duty of loyalty to the Corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of

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law, or (iii) for unlawful distributions under Section 48-18-304 of the Tennessee Business Corporation Act, as amended from time to time.

b.           Any repeal or modification of the provisions of this Paragraph 8, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

Dated: March 15, 2004

/s/ Patrick R. Rooney

Patrick R. Rooney, Incorporator

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EX-3.88

Exhibit 3.88

BYLAWS
OF
SARC/SAVANNAH, INC.
(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.            Principal Office and Registered Agent. The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2             Other Offices. The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1             Place Of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2             Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3             Special Meetings. Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a Special

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Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4             Voting. Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Tennessee.

Section 2.5             List Of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in. the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during foe whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6             Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7             Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporations, or to vote in person or by proxy at any meeting of stockholders.

Section 2.8             Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required by the Tennessee Business Corporation Act to be taken at any

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annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting form the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9Proceedings at Stockholders’ Meetings. At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1Number And Term. The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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Section 3.5             Duties And Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6             Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Tennessee Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7             Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records of the Corporation; provided further that, notwithstanding the foregoing, such notice maybe shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8             Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaws. If at any

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meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9             Compensation. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in. any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10           Action Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less that the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11           Meetings By Conference Telephone. Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12           Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 4.1             Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a Chief Operating Officer, Chief Development Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.            Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.            Salaries. The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation maybe fixed by the Board of Directors or the President.

Section 4.4.            Tenure And Removal; Resignations. The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.            President. The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

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Section 4.7             Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8             Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9             Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.10.          Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer to

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affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11           Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12           Assistant Vice Presidents And Assistant Secretaries. Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13           Voting Securities Owned. By The Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1             Certificates Of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 5.2             Classes And Series Of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3             Lost Certificate. A new certificate of stock maybe issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Sectipn5.4              Transfer Of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in. the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5.5             Stockholders’ Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6             Registered Stockholders. The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all lights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7             Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8             Transfer Agents And Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9             Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

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Section 5.10           Legend’s. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1             Power To Indemnity In Actions. Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2             Power To Indemnify In Actions, Suits Or Proceedings By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no identification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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Section 6.3             Authorization Of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable., or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4             Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6 4 shall mean any other corporation or any partnership joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5             Indemnification By A Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

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Section 6.6             Expenses Payable In Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7             Nonexclusivity Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8             Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9             Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves

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services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10           Survival Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11           Limitation On Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12           Indemnification Of Employees And Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred. in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1             Seal. The Corporation shall have no seal.

Section 7.2             Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3             Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1             Bylaw Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the stockholders

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at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2             Entire Board Of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IX

NOTICES

Section 9.1             Notices. Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2             Waivers Of Notice. Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

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EX-3.89

Exhibit 3.89

CHARTER
OF
SARC/ST. CHARLES, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act (the “Act”), adopts the following charter for such corporation:

1.      Name. The name of the corporation is SARC/St. Charles, Inc. (the “Corporation”).

2.      Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The Corporation’s registered agent at the registered office is Charles T. Neal.

3.      Incorporator. The name and address of the sole incorporator of the Corporation is Andrew E. Loope, 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219.

4.      Principal Office. The address of the principal office of the Corporation is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

5.      Corporation for Profit. The Corporation is for profit.

6.      Authorized Shares. The Corporation shall have authority, acting by its board of directors, to issue not more than One Thousand (1,000) shares of common stock, no par value (“Common Stock”). All shares of Common Stock shall be one and the same class and when issued shall have equal rights of participation in dividends and assets of the Corporation and shall be non-assessable. Each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

7.      Limitation on Directors’ Liability.

(a)     A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act, as amended from time to time.

(b)    If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

8.      Indemnification.

(a)     The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing -violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act.

(b)    The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to paragraph 8(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are nonexclusive of other similar rights which may be granted by law, this Charter, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation,

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which means of indemnification and advancement of expenses are hereby specifically authorized.

(c)     Any repeal or modification of the provisions of this paragraph 8, either directly or by the adoption of an inconsistent provision of this Charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph 8 which occur subsequent to the effective date of such amendment.

9.      Express Powers of Board of Directors. In furtherance of and not in limitation of the powers conferred by statute, the Corporation is expressly authorized, acting upon the authority of the board of directors and without the approval of the shareholders, to:

(a)     Issue shares of any class or series as a share dividend in respect of shares of the same class or series or any other class or series;

(b)    Fix or change the number of directors, including an increase or decrease in the number of directors;

(c)     Determine, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and

(d)    Determine, in accordance with law, the method by which vacancies occurring on the board of directors are to be filled.

10.    Removal of Directors for Cause. Directors may be removed for cause by a vote of a majority of the entire board of directors.

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11.    Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation’s employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located.

/s/ Andrew E. Loope

Andrew E. Loope
Incorporator

Dated: April 13, 2004

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EX-3.90

Exhibit 3.90

BYLAWS
OF
SARC/ST. CHARLES, INC.

1.             Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

2.             Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.             Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

4.             Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than one nor more than five members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

5.             Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the

number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

6.             Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock.  Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

7.             Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

8.             Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

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EX-3.91

Exhibit 3.91

CHARTER

OF

SARC/VINCENNES INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act (the “Act”), adopts the following charter for such corporation:

1.Name.     The name of the corporation is SARC/Vincennes, Inc. (the “Corporation”).

2.Registered Office and Registered Agent.     The address of the registered office of the Corporation in Tennessee is 3401 West End Avenue, Suite 120, Nashville, Davidson County, Tennessee 37203. The Corporation’s registered agent at the registered office is Charles T. Neal.

3.Incorporator.     The name and address of the sole incorporator of the Corporation is Matthew R. Burnstein, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219.

4.Principal Office.     The address of the principal office of the Corporation is 3401 West End Avenue, Suite 120, Nashville, Davidson County, Tennessee 37203.

5.Corporation for Profit.     The Corporation is for profit.

6.Authorized Shares.     The Corporation shall have authority, acting by its board of directors, to issue not more than One Thousand (1,000) shares of common stock, no par value (“Common Stock”).  All shares of Common Stock shall be one and the same class and when issued shall have equal rights of participation in dividends and assets of the Corporation and shall be non-assessable.  Each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to vote at a meeting of shareholders.

7.Limitation on Directors’ Liability.

(a)A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act, as amended from time to time.

(b)         If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended.  Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

8.Indemnification.

(a)The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”).  The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office.  Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act.

(b)The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and with respect to paragraph 8(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are nonexclusive of other similar rights which may be granted by law, this Charter, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation,

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which means of indemnification and advancement of expenses are hereby specifically authorized.

(c)Any repeal or modification of the  provisions of this paragraph 8, either directly or by the adoption of an inconsistent provision of this Charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification.  In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph 8 which occur subsequent to the effective date of such amendment.

9.Express Powers of Board of Directors.     In furtherance of and not in limitation of the powers conferred by statute, the Corporation is expressly authorized, acting upon the authority of the board of directors and without the approval of the shareholders, to:

(a)Issue shares of any class or series as a share dividend in respect of shares of the same class or series or any other class or series;

(b)Fix or change the number of directors, including an increase or decrease in the number of directors;

(c)Determine, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and

(d)Determine, in accordance with law, the method by which vacancies occurring on the board of directors are to be filled.

10.Removal of Directors for Cause.     Directors may be removed for cause by a vote of a majority of the entire board of directors.

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11.Consideration of Non-Shareholder Constituencies.     In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation’s employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located.

/s/ Matthew R. Burnstein

Matthew R. Burnstein

Incorporator

Dated: June 12, 2002

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EX-3.92

Exhibit 3.92

BYLAWS

OF

SARC/VINCENNES, INC.

1.             Annual Meeting of the Shareholders.     The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

2.             Special Meetings of the Shareholders.     Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.             Transfer of Stock.     The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

4.             Directors.     The business of the Corporation shall be managed by a board of directors consisting of not less than one nor more than five members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum.  Directors may be removed for or without cause by the shareholders.

5.             Meetings of the Board of Directors.     Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the

number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

6.             Officers.     The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

7.             Committees.     By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

8.             Amendment of Bylaws.     The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

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EX-3.93

Exhibit 3.93

ARTICLES OF

ORGANIZATION

(LIMITED LIABILITY COMPANY)

The undersigned acting as organizer(s) of a Limited Liability Company under the provisions of the Tennessee Limited Liability Company Act, § 48-205-101, adopts the following Articles of Organization.

1.   The name of the Limited Liability Company is:

SARC/West Houston, LLC

(NOTE: Pursuant to the provisions of § 48-207-101, each limited Liability Company name must contain the words “Limited Liability Company” or the abbreviation “LLC” or “LLC.”)

2.   The name and complete address of the Limited Liability Company’s initial registered agent and office located in the state of Tennessee is:

Charles T. Neal

(Name)

3401 West End Ave., Suite 120

Nashville

TN 37203

(Street Address)

(City)

(State Zip Code)

Davidson

(County)

3.   List the name and complete address of each organizer of this Limited Liability Company.

Patrick R. Rooney     3401 West End Ave., Suite 120     Nashville, TN 37230

(Name)

(include: Street Address, City, State and Zip Code)

N/A

(Name)

(Street Address, City, State and Zip Code)

N/A

(Name)

(Street Address, City, State and Zip Code)

4.   The Limited Liability Company will be: (NOTE: PLEASE MARK APPLICABLE BOX)

o  Board Managed

x  Member Managed

5.   Number of members at the date of filing 1.

6.   If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time is:

Date

N/A

,

.

Time

(Not to exceed 90 days.)

7.   The complete address of the Limited Liability Company’s principal executive office is:

3401 West End Ave., Suite 120

Nashville, TN, Davidson County, 37203

(Street Address)

(City)

(State/ Country/ Zip/ Code)

8.   Period of Duration: Perpetual

9.   Other Provisions:

See attached

06/25/01

/s/ Patrick R. Rooney

Signature Date

Signature (manager or member authorized to sign by the Limited Liability Company)

Organizer

Patrick R. Rooney

Signer’s Capacity

Name (typed or printed)

SS-4249 (Rev. 4/01)

Filing Fee: $50 per member (minimum fee = $300, maximum fee = $3,000)

RDA 2458

Transfer of Membership Interest

No Member may transfer or assign his membership interest or any part thereof to any person except as provided in the operating agreement. No holder may transfer or assign his financial rights to any person except as provided in the operating agreement. The consent to transfer may be by member action and/or by board action as provided in the operating agreement. In absence of a provision in the operating agreement, the default rules of the Act shall apply.

Dissolution Events

The events or actions that constitute a dissolution may be by board and/or member action as provided in the operating agreement. In absence of a provision in the operating agreement, the dissolution events shall be the having of no members, or a unanimous vote of the members to dissolve.

Preemptive Rights and Right of First Refusal

Members and parties to a contribution agreement may have preemptive rights if so provided in the operating agreement. The members and/or the LLC and/or a specific member may have rights of first refusal if they are set forth in the operating agreement.

Action on Recommendation

If the operating agreement so provides, action on recommendation as permitted in T.C.A. §48-223-103 shall be allowed.

Expulsion

If the operating agreement so provides, a member may be expelled as provided therein.

EX-3.94

Exhibit 3.94

SINGLE MEMBER OPERATING AGREEMENT

OPERATING AGREEMENT

OF

SARC/WEST HOUSTON, LLC

Members

Name, Address, SSN	Aggregate Percentage Interest				Cash Contributed or AgreedValue of Other Property or
	Financial		Governance		Services Contributed
ARC Financial Services Corporation 3401 West End Avenue Suite 120 Nashville, Tennessee 37203 FEIN: 62-1757872	100	%	100	%	$	1,000.00

ATTEST: The above information is true, complete and correct this the 29th day of June, 2001.

/s/ Ronald L. Brank

Secretary

1

SINGLE MEMBER OPERATING AGREEMENT

SARC/WEST HOUSTON, LLC

OPERATING AGREEMENT

Parties to Contribution Agreements

Name, Address, SS#	Class of Membership Interestand Percentage Interest to beAcquired	Amount of Cash or Value ofProperty or Services Required tobe Contributed	Time at Which Contribution is Required to be Made
None

ATTEST: The above information is true, complete and correct this the 29th day of June, 2001.

/s/ Ronald L. Brank

Secretary

2

SINGLE MEMBER OPERATING AGREEMENT

SARC/WEST HOUSTON, LLC

OPERATING AGREEMENT

Parties to Contribution Allowance Agreements

Name, Address, SS#	Class of Membership Interestand Percentage Interest Ableto be Acquired	Amount of Cash or Value of Propertyor Services that must be Contributed to Acquire Interest	Time at WhichContribution is to beMade
None

ATTEST: The above information is true, complete and correct this the 29th day of June, 2001.

/s/ Ronald L. Brank

Secretary

3

SINGLE MEMBER OPERATING AGREEMENT

SARC/WEST HOUSTON, LLC

OPERATING AGREEMENT

Assignees of Financial Rights

Name, Address, SS#	Name of Assignor	Amount of Financial Rights Assigned
None

ATTEST: The above information is true, complete and correct this the 29th day of June, 2001.

/s/ Ronald L. Brank

Secretary

4

SINGLE MEMBER OPERATING AGREEMENT

SARC/WEST HOUSTON, LLC
OPERATING AGREEMENT

Managers

Chief Manager and President:	Charles T. Neal
Chief Financial Officer, Sr. Vice President, Secretary and Treasurer:	Ronald L. Brank
Chief Development Officer and Sr. Vice President:	William V. B. Webb
Principal Executive Office:	3401 West End Avenue
	Suite 120
	Nashville, Tennessee 37203

Except as provided herein, the LLC shall be controlled by the default rules of the Act and the provisions of the Articles. The LLC shall be member-managed. The Membership Interests (Financial Rights and Governance Rights) are as set forth herein. In order to make a distribution greater than the amount required to pay federal income taxes on the income of the LLC, all distributions shall require the consent of the majority of the Members. There shall, to the extent reasonably possible, be annual distributions equal to the federal tax on the taxable income of the LLC. Membership Interests and Financial Rights may only be assigned upon the consent of a majority of the Members. New Members may only be admitted on a Majority Vote of the then existing Members.  For these purposes, “Majority Vote” shall mean a majority of the Governance Rights entitled to vote on the matter, or with respect to Members, a majority in number of Members entitled to vote, whether or not present at a meeting. The only dissolution events shall be the having of no Members or a Majority Vote of the Members to dissolve the LLC.

This the 29th day of June, 2001.

ARC FINANCIAL SERVICES
CORPORATION
By:	/s/ Charles T. Neal
	Charles T. Neal
	President and CEO
ATTEST: The above information is true, complete and correct this the 29th day of June, 2001.
/s/ Ronald L. Brank
Secretary

5

EX-3.95

Exhibit 3.95

CHARTER

OF

SARC/WORCESTER, INC

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act (the “Act”), adopts the following charter for such Corporation:

1.             Name.  The name of the corporation is SARC/Worcester, Inc. (the “Corporation”).

2.             Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 3401 West End Avenue, Suite 120, Nashville, Davidson County, Tennessee 37203. The Corporation’s registered agent at the registered office is Charles T. Neal.

3.            Incorporator. The name and address of the sole incorporator of the Corporation is Matthew R. Burnstein, 511 Union Street, Suite 2100, Nashville, Davidson County, Tennessee 37219.

4.            Principal Office. The address of the principal office of the Corporation is 3401 West End Avenue, Suite 120, Nashville, Davidson County, Tennessee 37219.

5.Corporation for Profit. The Corporation is for profit.

6.           Authorized Shares. The Corporation shall have authority, acting by its board of directors, to issue not more than One Thousand (1,000) shares of common stock, each with a par value of one cent ($.01) (“Common Stock”). All shares of Common Stock shall be one and the same class and when issued shall have equal rights of participation in dividends and assets of the Corporation and shall be non-assessable. Each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

7.Limitation on Directors’ Liability.

(a)           A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act, as amended from time to time.

(b)           If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

8.             Indemnification.

(a)           The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act.

(b)           The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to paragraph 8(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are nonexclusive of other similar rights which may be granted by law, this Charter, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation,

2

which means of indemnification and advancement of expenses are hereby specifically authorized.

(c) Any repeal or modification of the provisions of this paragraph 8, either directly or by the adoption of an inconsistent provision of this Charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph 8 which occur subsequent to the effective date of such amendment.

9.           Express Powers of Board of Directors.   In furtherance of and not in limitation of the powers conferred by statute, the Corporation is expressly authorized, acting upon the authority of the board of directors and without the approval of the shareholders, to:

(a)           Issue shares of any class or series as a share dividend in respect of shares of the same class or series or any other class or series;

(b)           Fix or change the number of directors, including an increase or decrease in the number of directors;

(c)           Determine, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and

(d)           Determine, in accordance with law, the method by which vacancies occurring on the board of directors are to be filled.

10.           Removal of Directors for Cause. Directors may be removed for cause by a vote of a majority of the entire board of directors.

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11.           Consideration of Non-Shareholder Constituencies.      In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation’s employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located.

/s/ Matthew R. Burnstein

Matthew R. Burnstein

Incorporator

Dated:  March 14, 2002

4

EX-3.96

Exhibit 3.96

BYLAWS

OF

SARC/WORCESTER, INC.

1.             Annual Meeting of the Shareholders.  The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

2.             Special Meetings of the Shareholders.  Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.             Transfer of Stock.  The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

4.             Directors.  The business of the Corporation shall be managed by a board of directors consisting of not less than one nor more than five members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders.  Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

5.             Meetings of the Board of Directors.   Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of  directors of the Corporation then in office, but in no event less than one-third of the

number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

6.             Officers.  The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

7.             Committees.  By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

8.             Amendment of Bylaws.  The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

2

EX-3.97

Exhibit 3.97

CHARTER

(For-Profit Corporation)

The undersigned acting as incorporator(s) of a for-profit corporation under the provisions of the Tennessee Business Corporation Act adopts the following Articles of incorporation.

1The name of the Corporation is:
SI Dry Creek, Inc
(NOTE: Pursuant to Tennessee Code Annotated § 48-14-101(a)(1), each corporation name must contain the words corporation, incorporated, or company or the abbreviation corp., inc., or co.)
2The number of shares of stock the corporation is authorized to issue is 1000
3The name and complete address of the corporations initial registered agent and office located in the state of Tennessee is:
Charles T. Neal
3401 West End Ave., Suite 120	Nashville, Tennessee 37203
(Street Address)						(City)			(State Zip Code)
Davidson
(County)
4List the name and complete address of each incorporator
Patrick R. Rooney 3401 West End Ave., Suite 120 Nashville, TN 37230
(Name)			(Include: Street Address, City, State and Zip Code)
(Name)			(Street Address, City, State and Zip Code)
(Name)			(Street Address, City, State and Zip Code)
5The complete address of the principal executive office is:
3401 West End Ave., Suite 120		Nashville, TN, Davidson Country, TN 37203
(Street Address)							(City)			(State Country Zip Code)
6The corporation is for profit
7If the document is not to be effective upon filing by the Sectretary of State, the delayed effective date and time are:
Date					Time			(Not to exceed 90 days.)
8         Other Provisions:
Please see attached Rider to these Articles
07/25/00				/s/ Patrick R. Rooney
Signature Date				Incorporator’s Signature
				Patrick R. Rooney
				Incorporator’s Name (typed or printed)

SS-44.7 (Rev 10/99) RDA 1678

RIDER TO CHARTER OF

SI/DRY CREEK, INC.

1.             A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, and (c) under Section 48-18-304 of the Tennessee Business Corporation Act. If the Tennessee Business Corporation Act as amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection the Corporation existing at the time of such repeal or modification.

2.             The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was director or officer of the Corporation, or is or was serving at the request of the Corporation as director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expense (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expense (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking Indemnification from the Corporation may be entitled under any agreement vote of shareholders or otherwise both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (a) in any proceeding by the Corporation against such Indemnitee, (b) in the event the board of directors determines that indemnification is not available under the circumstances because the officer or director has not met the standard of conduct set forth in Section 48-19-502 of the Tennessee Business Corporation Act, or (c) if a judgment or other final adjudication adverse to the Indemnitee establishes his liability (x) for any breach of the duty of loyalty to the Corporation or its shareholders, (y) for acts or omissions not in good faith or which involve intentional misconduct knowing violation of law, or (z) under Section 48-18-304 of the Tennessee Business Corporation Act.

EX-3.98

Exhibit 3.98

BYLAWS

OF

SI/DRY CREEK, INC.

(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.         Principal Office and Registered Agent. The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2         Other Offices. The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1         Place Of Meetings.  All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2         Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3         Special Meetings. Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.  Written notice of a Special

1

Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4         Voting.  Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Tennessee.

Section 2.5         List Of Stockholders.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6         Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7         Stock Ledger.  The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.8         Action Without Meeting.  Unless otherwise provided in the Articles of Incorporation, any action required by the Tennessee Business Corporation Act to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or

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special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9         Proceedings at Stockholders’ Meetings. At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1         Number And Term.  The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2         Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3         Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4         Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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Section 3.5         Duties And Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6         Committees.    The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Tennessee Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7         Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8         Quorum.  A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaw. If at any

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meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9          Compensation. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10        Action Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11        Meetings By Conference Telephone. Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12        Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 4.1.        Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a Chief Operating Officer, Chief Development Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.        Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.        Salaries. The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.        Tenure And Removal; Resignations. The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.        President. The President shall, subject to the control of the Board of Directors, have general supervisoin of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

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Section 4.7         Vice Presidents.    In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8         Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9         Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.10.      Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer to

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affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11       Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12       Assistant Vice Presidents And Assistant Secretaries. Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13       Voting Securities Owned By The Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1         Certificates Of Stock.  Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 5.2         Classes And Series Of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3         Lost Certificate. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4         Transfer Of Shares.    The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5.5         Stockholders’ Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6         Registered Stockholders.   The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7         Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8         Transfer Agents And Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9         Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

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Section 5.10       Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1         Power To Indemnify In Actions, Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had reasonable cause to believe that his conduct was unlawful.

Section 6.2         Power To Indemnify In Actions, Suits Or Proceedings By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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Section 6.3         Authorization Of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4         Good Faith Defined.  For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5         Indemnification By A Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

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Section 6.6         Expenses Payable In Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7         Nonexclusivity Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted bylaw. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8         Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9         Certain Definitions.   For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves

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services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10       Survival Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11       Limitation On Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12       Indemnification Of Employees And Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1         Seal. The Corporation shall have no seal.

Section 7.2         Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3         Checks. All checks drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1         Bylaw Amendments. These Bylaws maybe altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the stockholders

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at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2         Entire Board Of Directors.  As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IX

NOTICES

Section 9.1         Notices.   Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2         Waivers Of Notice. Whenever any notice is required bylaw, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

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EX-3.99

Exhibit 3.99

ARTICLES OF ORGANIZATION
OF
SMBI HAVERTOWN, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Revised Limited Liability Company Act, as amended (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBI Havertown, LLC (the “Company”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Clifford G. Adlerz.

Principal Executive Office

The Principal Executive Office of the Company is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Management

The Company shall be member-managed. The business of the Company shall be conducted under the management of its members. The members, by majority vote, may cause the Company to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

IN WITNESS WHEREOF, the undersigned person, acting as organizer being duly authorized, executes the foregoing Articles for the purpose of filing and forming a limited liability company in accordance with the Act.

Dated: July 19, 2007	/s/ Matthew R. Burnstein
	Matthew R. Burnstein, Organizer

EX-3.100

Exhibit 3.100

OPERATING AGREEMENT
OF
SMBI HAVERTOWN, LLC

This Operating Agreement (the “Agreement”) of SMBI HAVERTOWN, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of July 19, 2007.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. On July 19, 2007, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.

40 Burton Hills Boulevard

Suite 500

Nashville, TN 37215

Section 8.New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $10.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 16.Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBI HAVERTOWN, LLC
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:		/s/ Kenneth C. Mitchell
		Kenneth C. Mitchell, Vice President

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EX-3.101

Exhibit 3.101

ARTICLES OF ORGANIZATION

OF

SMBI NORTHSTAR, LLC

The undersigned person acting as the organizer of a lirnited, liability company under the Tennessee Revised Limited Liability Company Act, as amended (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBI Northstar, LLC (the “Company”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Clifford G. Adlerz.

Principal Executive Office

The Principal Executive Office of the Company is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Management

The Company shall be member-managed. The business of the Company shall be conducted under the management of its members. The members, by majority vote, may cause the Company to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

IN WITNESS WHEREOF, the undersigned person, acting as organizer being duly authorized, executes the foregoing Articles for the purpose of filing and forming a limited liability company in accordance with the Act.

Dated: June 21, 2007
	/s/ Andrew E. Loope
	Andrew E. Loope, Organizer

EX-3.102

Exhibit 3.102

OPERATING AGREEMENT
OF
SMBI NORTHSTAR, LLC

This Operating Agreement (the “Agreement”) of SMBI NORTHSTAR, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of June 21, 2007.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. On June 21, 2007, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.
40 Burton Hills Boulevard

Suite 500

Nashville, TN 37215

Section 8.New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $10.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 16.Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBI NORTHSTAR, LLC
By:	/s/ Kenneth C. Mitchell
Kenneth C. Mitchell, Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:	/s/ Kenneth C. Mitchell
Kenneth C. Mitchell, Vice President

4

EX-3.103

Exhibit 3.103

STATE OF ALABAMA

DOMESTIC LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION GUIDELINES

INSTRUCTIONS:

STEP 1:	THE NAME OF THE LIMITED LIABILITY COMPANY MUST CONTAIN THE WORDS LIMITED LIABILITY COMPANY, LLC OR L.L.C.
STEP 2:	FILE THE ORIGINAL AND TWO COPIES OF THE ARTICLES OF ORGANIZATION IN THE COUNTY WHERE THE LLC’s REGISTERED OFFICE IS LOCATED. THE SECRETARY OF STATE’S FILING FEE IS $40. PLEASE CONTACT THE JUDGE OF PROBATE TO VERIFY THE PROBATE FILING FEE.

PURSUANT TO THE ALABAMA LIMITED LIABILITY COMPANY ACT, THE UNDERSIGNED HEREBY ADOPTS THE FOLLOWING ARTICLES OF ORGANIZATION.

Article I	The name of the Limited Liability Company:
	SMBI OSE, LLC
	(Your company title must end with the words Limited Liability Company, L.L.C. or LLC)
Article ll	The duration of the Limited Liability Company is		perpetual.			.
Article III	The Limited Liability Company has been organized for the following purpose(s):
	to engage in any and all lawful activity permitted under the Alabama Limited Liability Company Act
Article IV	The street address (NO PO BOX) of the registered office:			2000 Interstate Park Drive, Suite 204,
	Montgomery, Alabama 36109	and the name of the registered agent at that office:			The Corporation Company
Article V	The names and addresses of the initial member(s), and organizer (if any):
	SMBIMS Tuscaloosa, Inc.
	40 Burton Hills Boulevard, Suite 500, Nashville, TN 37215
	(Attach additional sheets if necessary.)
Article VI	If the Limited Liability Company is to be managed by one or more managers, list the names and addresses of the managers who are to serve until the first annual meeting of the members or until their successors are elected and qualified. n/a

Any provision that is not inconsistent with the law for the regulation of the internal affairs of the Limited Liability Company is permitted to be set forth in the operating agreement of the LLC.

IN WITNESS THEREOF, the undersigned members executed these Articles of Organization on this the 29th day of January, 2008.

/s/ Alice P. Heywood

Signature of Member/Organizer

Alice P. Heywood, Organizer

EX-3.104

Exhibit 3.104

OPERATING AGREEMENT
OF
SMBI OSE, LLC

This Operating Agreement (the “Agreement”) of SMBI OSE, LLC, an Alabama limited liability company (the “Company”), is entered into by and between SMBIMS Tuscaloosa, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of January 30, 2008.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Alabama Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. On January 30, 2008, the Company was formed as an Alabama limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Alabama (the “Articles”).

Section 2.Registered Office; Registered Agent. The registered office of the Company in the State of Alabama will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Alabama will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Alabama.

Section 3.Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Alabama.

Section 4.Term. The Company commenced on the date the Articles were filed with the Secretary of State of Alabama, and will continue in existence until terminated pursuant to this Agreement.

Section 5.Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.Authorized Units. The Company shall be authorized to issue up to 1,000 Units of membership interest in the Company or such greater or lesser number as the Member may determine from time to time. Schedule A sets forth the number of Units owned by the Member, which represent 100% of the membership interests in the Company.

Section 7.New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 8.Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 9.Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $10.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 10.Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 11.Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 12.Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 13.President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 14.Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law.

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The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 15 or otherwise.

Section 16.Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 17.Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 18.Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 19.Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 20.Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Alabama without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY

SMBI OSE, LLC

/s/ Teresa F. Sparks

Teresa F. Sparks, Vice President

MEMBER:

SMBIMS TUSCALOOSA, INC.

/s/ Teresa F. Sparks

Teresa F. Sparks, Vice President

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SCHEDULE A

Member and Business Address	Capital Contribution		Units
SMBIMS Tuscaloosa, Inc.	$	100	1,000
40 Burton Hills Boulevard
Suite 500
Nashville, TN 37215

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EX-3.105

Exhibit 3.105

ARTICLES OF ORGANIZATION
OF
SMBI PORTSMOUTH, LLC

The undersigned person acting as the organizer of a limited liability company_. under the Tennessee Revised Limited Liability Company Act, as amended (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBI Portsmouth, LLC (the “Company”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Clifford G. Adlerz.

Principal Executive Office

The Principal Executive Office of the Company is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Management

The Company shall be member-managed. The business of the Company shall be conducted under the management of its members. The members, by majority vote, may cause the Company to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

IN WITNESS WHEREOF, the undersigned person, acting as organizer being duly authorized, executes the foregoing Articles for the purpose of filing and forming a limited liability company in accordance with the Act.

Dated:   April 26, 2007	/s/ Andrew E. Loope
	Andrew E. Loope, Organizer

EX-3.106

Exhibit 3.106

OPERATING AGREEMENT
OF
SMBI PORTSMOUTH, LLC

This Operating Agreement (the “Agreement”) of SMBI PORTSMOUTH, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of April 26, 2007.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. On April 26, 2007, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.

40 Burton Hills Boulevard

Suite 500

Nashville, TN 37215

Section 8.New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $10.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

2

Section 16.Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

3

IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBI PORTSMOUTH, LLC
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES,
INC.
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President

4

EX-3.107

Exhibit 3.107

CERTIFICATE OF FORMATION
OF
SMBIMS KIRKWOOD, LLC

Pursuant to the provisions of §48-203-102 of the Tennessee Limited Liability Company Act, the undersigned hereby submits the following statement.

1.             The limited liability company will be formed at 11:59 p.m. on December 31, 2007.

Signature Date: December 21, 2007

SMBIMS KIRKWOOD, LLC
By:	/s/ Andrew E. Loope
Andrew E. Loope, Authorized Person

EXHIBIT A


Articles of Organization


Name

The name of the limited liability company is SMBIMS Kirkwood, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial registered agent is Clifford G. Adlerz.

Organizer

Andrew E. Loope, Esq., whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760, is the organizer of the LLC.

Number of Members

At the date of the filing of the Certificate of Conversion, there is one (1) member.

Date of Formation

The existence of the LLC is to begin at the Effective Time, which is 11:59 p.m. on December 31, 2007.

Management

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

Principal Executive Office

The principal executive office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

CERTIFICATE OF CONVERSION
OF
SMBIMS KIRKWOOD, INC.

Pursuant to the provisions of Section 48-21-111 of the Tennessee Business Corporation Act, SMBIMS Kirkwood, Inc., a Tennessee corporation originally formed on August 14, (2003; the “Company”), hereby adopts the following Certificate of Conversion:

1.           The Company will be converted to a limited liability company from a corporation effective at 11:59 p.m. on December 31, 2007.

2.           The name of the Company immediately prior the conversion was SMBIMS Kirkwood, Inc. and the principal address of the Company was 40 Burton Hills Boulevard, Suite 500, Nashville, Tennessee 37215.

3.           The name of the domestic limited liability company, as set forth in its Articles of Organization, is SMBIMS Kirkwood, LLC.

3.           The Plan of Conversion attached hereto as Exhibit A is incorporated herein by reference.

4.           The terms and conditions of the conversion have been approved by the Company’s sole shareholder.

5.           The Articles of Organization of the limited liability company satisfy Section 48-205-101 of the Tennessee Limited Liability Company Act and are included in their entirety in the Plan of Conversion.

6.           At the time of the conversion, there will be one (1) member of the limited liability company.

December 21, 2007.

SMBIMS KIRKWOOD, INC.
By:	/s/ Teresa F. Sparks
Teresa F. Sparks
Vice President

EXHIBIT A

Plan of Conversion

See attached.

PLAN OF CONVERSION
OF
SMBIMS KIRKWOOD, INC.

Pursuant to the provisions of Section 48-21-111 of the Tennessee Business Corporation Act, SMBIMS Kirkwood, Inc., a Tennessee corporation (the “Company”), hereby converts from a corporation into a limited liability company pursuant to the terms and conditions set forth herein:

1.Conversion of the Company into a Limited Liability Company

(a)           The Company, by the filing of the Certificate of Conversion, will convert from a corporation into a limited liability company. The name of the limited liability company into which the Company will be converted is SMBIMS Kirkwood, LLC (the “LLC”).

(b)           At 11:59 p.m. on December 31, 2007 (the “Effective Time”), all of the shares held by the sole shareholder of the Company shall, by virtue of the conversion and without any action on the part of such shareholder, be converted into 100% of the membership interests of the LLC. At the conclusion of the conversion, the ownership of the LLC shall be identical to the ownership of the Company immediately prior to the conversion.

(c)           As a result of the conversion and without any action on the part of the Company’s sole shareholder, at the Effective Time, all shares of the Company shall cease to be outstanding, shall be canceled and retired and shall cease to exist, and the Company’s sole shareholder shall thereafter cease to have any rights with respect to such shares, except the right to retain 100% of the membership interests of the LLC.

2.             Articles of Organization

The contents of the Articles of Organization for the LLC are set forth on Exhibit A attached hereto.

3.             Approval of the Conversion

(a)           This Plan of Conversion was duly approved and adopted by the directors of the Company on December 21, 2007.

(b)           This Plan of Conversion was duly approved and adopted by the sole shareholder of the Company on December 21, 2007.

4.             Adoption of the Operating Agreement

The approval and adoption of the terms and conditions set forth in this Plan of Conversion and in the Certificate of Conversion shall be deemed to be an execution of the operating agreement by the sole member of the LLC.

5.             Effective Date

The conversion shall become effective at the Effective Time, as defined in Section 1(b) of this Plan of Conversion.

EX-3.108

Exhibit 3.108

OPERATING AGREEMENT
OF
SMBIMS KIRKWOOD, LLC

This Operating Agreement (the “Agreement”) of SMBIMS KIRKWOOD, LIC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of December 31, 2007.

WHEREAS, the Member desires to adopt an operating agreement in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. Effective December 31, 2007, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.Term. The Company commenced on the effective date of the Articles, and will continue in existence until terminated pursuant to this Agreement.

Section 5.Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.

40 Burton Hills Boulevard

Suite 500

Nashville, TN 37215

Section 8.New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in an amount agreed to by the Member and the Company. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

2

Section 16.Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil. criminal, administrative or investigative. by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”): provided. however. that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

3

IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBIMS KIRKWOOD, LLC
By:	/s/ Teresa F. Sparks
	Teresa F. Sparks, Vice President
MEMBER
SYMBIONARC MANAGEMENT SERVICES,
INC.
By:	/s/ Teresa F. Sparks
	Teresa F. Sparks, Vice President

4

EX-3.109

Exhibit 3.109

ARTICLES OF ORGANIZATION
OF
SMBIMS 119, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Revised Limited Liability Company Act, as amended (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBIMS 119, LLC (the “Company”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Clifford G. Adlerz.

Principal Executive Office

The Principal Executive Office of the Company is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Management

The Company shall be member-managed. The business of the Company shall be conducted under the management of its members. The members, by majority vote, may cause the Company to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

IN WITNESS WHEREOF, the undersigned person, acting as organizer being duly authorized, executes the foregoing Articles for the purpose of filing and forming a limited liability company in accordance with the Act.

Dated:   December 27, 2006	/s/ Matthew R. Burnstein
	Matthew R. Burnstein, Organizer

EX-3.110

Exhibit 3.110

OPERATING AGREEMENT

OF

SMBIMS 119, LLC

This Operating Agreement (the “Agreement”) of SMBIMS 119, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of December 28, 2006.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.               Organization. On December 28, 2006, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.               Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.               Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.               Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.               Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.               Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.               Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.

40 Burton Hills Boulevard

Suite 500

Nashville, TN 37215

Section 8.               New Members. No person may be admitted as member of the Company without the approval of the Member.

Section 9.               Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.             Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $10.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.             Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.             Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.             Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.             President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.             Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

2

Section 16.             Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.             Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 623l(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.             Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.             Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.             Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.             Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

3

IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBIMS 119, LLC
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES,
INC.
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President

4

EX-3.111

Exhibit 3.111

CHARTER
OF
SMBIMS BIRMINGHAM, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section
48-12-101 of the Tennessee Business Corporation Act (the “Act”), adopts the following charter for such corporation:

1.Name. The name of the corporation is SMBIMS Birmingham, Inc. (the “Corporation”).

2.Registered Office and Registered Agent.  The address of the registered office of the Corporation in Tennessee is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The Corporation’s registered agent at the registered office is Charles T. Neal.

3.Incorporator.  The name and address of the sole incorporator of the Corporation is Matthew R. Burnstein, 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219.

4.Principal Office.  The address of the principal office of the Corporation is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

5.Corporation for Profit.  The Corporation is for profit.

6.Authorized Shares.  The Corporation shall have authority, acting by its board of directors, to issue not more than One Thousand (1,000) shares of common stock, no par value (“Common Stock”). All shares of Common Stock shall be one and the same class and when issued shall have equal rights of participation in dividends and assets of the Corporation and shall be non-assessable. Each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

7.Limitation on Directors’ Liability.

(a)A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act, as amended from time to time.

(b)If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal or

modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

8.Indemnification.

(a)The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act.

(b)The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to paragraph 8(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are nonexclusive of other similar rights which may be granted by law, this Charter, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

(c)Any repeal or modification of the provisions of this paragraph 8, either directly or by the adoption of an inconsistent provision of this Charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph 8 which occur subsequent to the effective date of such amendment.

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9.Express Powers of Board of Directors.  In furtherance of and not in limitation of the powers conferred by statute, the Corporation is expressly authorized, acting upon the authority of the board of directors and without the approval of the shareholders, to:

(a)Issue shares of any class or series as a share dividend in respect of shares of the same class or series or any other class or series;

(b)Fix or change the number of directors, including an increase or decrease in the number of directors;

(c)Determine, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and

(d)Determine, in accordance with law, the method by which vacancies occurring on the board of directors are to be filled.

10.Removal of Directors for Cause.  Directors may be removed for cause by a vote of a majority of the entire board of directors.

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11.Consideration of Non-Shareholder Constituencies.  In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation’s employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located.

/s/ Matthew R. Burnstein

Matthew R. Burnstein

Incorporator

Dated:  October 15, 2004

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EX-3.112

Exhibit 3.112

BYLAWS
OF
SMBIMS BIRMINGHAM, INC.

1.Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

2.Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

4.Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than one nor more than five members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

5.Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

6.Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

7.Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

8.Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

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EX-3.113

Exhibit 3.113

ARTICLES OF ORGANIZATION
OF
SMBIMS DURANGO, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Revised Limited Liability Company Act, as amended (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBIMS Durango, LLC (the “Company”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Clifford G. Adlerz.

Principal Executive Office

The Principal Executive Office of the Company is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Management

The Company shall be member-managed. The business of the Company shall be conducted under the management of its members. The members, by majority vote, may cause the Company to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

IN WITNESS WHEREOF, the undersigned person, acting as organizer being duly authorized, executes the foregoing Articles for the purpose of filing and forming a limited liability company in accordance with the Act.

Dated:	July 3, 2006	/s/ Alice P. Heywood
		Alice P. Heywood, Organizer

EX-3.114

Exhibit 3.114

OPERATING AGREEMENT
OF
SMBIMS DURANGO, LLC

This Operating Agreement (the “Agreement”) of SMBIMS DURANGO, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”) and the Company, effective as of July 5, 2006.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. On July 5, 2006, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.Address. The address of the Member is set forth below:

c/o Symbion ARC Management Services, Inc.
40 Burton Hills Boulevard

Suite 500

Nashville, TN 37215

Section 8.New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $10.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 16.Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBIMS DURANGO, LLC
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES,
INC.
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President

4

EX-3.115

Exhibit 3.115

ARTICLES OF ORGANIZATION

OF

SMBIMS ELK RIVER, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Revised Limited Liability Company Act, as amended (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBIMS Elk River, LLC (the “Company”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Clifford G. Adlerz.

Principal Executive Office

The Principal Executive Office of the Company is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Management

The Company shall be member-managed. The business of the Company shall be conducted under the management of its members. The members, by majority vote, may cause the Company to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

IN WITNESS WHEREOF, the undersigned person, acting as organizer being duly authorized, executes the foregoing Articles for the purpose of filing and forming a limited liability company in accordance with the Act.

Dated: July 19, 2007	/s/ Matthew R. Burnstein
	Matthew R. Burnstein, Organizer

EX-3.116

Exhibit 3.116

OPERATING AGREEMENT
OF
SMBIMS ELK RIVER, LLC

This Operating Agreement (the “Agreement”) of SMBIMS ELK RIVER, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of July 19, 2007.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.               Organization. On July 19, 2007, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.               Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.               Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.               Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.               Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.               Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.               Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.

40 Burton Hills Boulevard

Suite 500

Nashville, TN 37215

Section 8.               New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.               Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.             Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $10.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.             Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.             Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.             Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.             President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.             Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

2

Section 16.             Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.             Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.             Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.             Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.             Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.             Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBIMS ELK RIVER, LLC
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President

4

EX-3.117

Exhibit 3.117

ARTICLES OF ORGANIZATION FOR FLORIDA LIMITED LIABILITY COMPANY

ARTICLE I - Name:

The name of the Limited Liability Company is:

SMBIMS Florida I, LLC

ARTICLE II - Address:

The mailing address and street address of the principal office of the Limited Liability Company is:

Principal Office Address:	Mailing Address:
40 Burton Hills Boulevard	40 Burton Hills Boulevard
Suite 500	Suite 500
Nashville, TN 37215	Nashville, TN 37215

ARTICLE III - Registered Agent, Registered Office, & Registered Agent’s Signature:

The name and the Florida street address of the registered agent are:

C T Corporation System

Name

1200 South Pine Island Road

Florida street address (P.O. Box NOT acceptable)

Plantation, Florida 33324

City, State, and Zip

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent as provided for in Chapter 608, F.S.,

C T Corporation System

Connie Bryer - Special Assitant Secretary

Registered Agent’s Signature

1

ARTICLE IV Manager(s) or Managing Member(s):

The name and address of each Manager or Managing Member is as follows:

Title:	Name and Address:
“MGR” = Manager
“MGRM” = Managing Member
MGRM	SymbionARC Management Services, Inc.
	40 Burton Hills Boulevard, Suite 500
	Nashville, TN 37215

(Use attachment if necessary)

NOTE: An additional article must be added if an effective date is requested.

REQUIRED SIGNATURE:

/s/ Kenneth C. Mitchell

Signature of a member or an authorized representative of a member.

(In accordance with section 608.408(3), Florida Statutes, the execution of this document constitutes an affirmation under the penalties of perjury that the facts stated herein are true.)

Kenneth C. Mitchell, VP of sole member

Typed or printed name of signee

Filing Fees:

$	125.00	Filing Fee for Articles of Organization and Designation
		of Registered Agent
$	30.00	Certified Copy (Optional)
$	5.00	Certificate of Status (Optional)

2

EX-3.118

Exhibit 3.118

OPERATING AGREEMENT

OF

SMBIMS FLORIDA I, LLC

This Operating Agreement (the “Agreement”) of SMBIMS Florida I, LLC, a Florida limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee company (the “Member”) and the Company, effective as of October 27, 2005.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Florida Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. On March 31, 2005, the Company was formed as a Florida limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Florida (the “Articles”).

Section 2.Registered Office; Registered Agent. The registered office of the Company in the State of Florida will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Florida will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Florida.

Section 3.Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Florida.

Section 4.Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.

40 Burton Hills Boulevard

Suite 500

Nashville, TN 37215

Section 8.New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.Managers. The Member may, from time to time, designate one or more individuals to be managers of the Company, with such titles as the Member may assign to such individuals. The initial managers of the Company will be a Chief Manager and a Secretary, as more specifically provided below. Managers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any manager may resign as such at any time by providing written notice to the Company. Any manager may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any manager position of the Company may be filled by the Member. The managers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.Chief Manager. The Chief Manager will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the Chief Manager will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

2

Section 16.Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 18.Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 19.Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 20.Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Florida without regard to the conflicts of law principles thereof.

3

IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBIMS FLORIDA I, LLC
By:	/s/ Kenneth C Mitchell
Name:		Kenneth Mitchell
Its:	Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:	/s/ Kenneth C Mitchell
Name:		Kenneth Mitchell
Its:	Vice President

4

EX-3.119

Exhibit 3.119

ARTICLES OF ORGANIZATION

OF

SMBIMS G, LLC

The undersigned, acting as Organizer of a limited liability company under the Tennessee Revised Limited Liability Company Act, as amended, Tennessee Code Annotated Sections 48-249-101, et seq. (the “Act”), hereby adopts the following Articles of Organization (“the Articles”) for such limited liability company:

1.Name. The name of the limited liability company (the “Company”) is:

SMBIMS G, LLC

2.Registered Agent.

(a)The complete address of the Company’s initial registered office in Tennessee is:

40 Burton Hills Boulevard, Suite 500
Nashville, Tennessee 37215
Davidson County

(b)The name of the initial registered agent, to be located at the address listed in 2(a) is:

Clifford G. Alderz

3.Principal Executive Office. The complete address of the Company’s principal executive office is:

40 Burton Hills Boulevard, Suite 500
Nashville, Tennessee 37215
Davidson County

4.Form of Management. The Company shall be member-managed. The business of the Company shall be conducted under the management of its members. The members, by majority vote, may cause the Company to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

IN WITNESS WHEREOF, the undersigned person, acting as organizer being duly authorized, executes the foregoing Articles for the purpose of filing and forming a limited liability company in accordance with the Act.

Dated:	March 20, 2006
		/s/ Alice P. Heywood
		Alice P. Heywood, Esq.
		Organizer

ARTICLES OF AMENDMENT

TO THE

LIMITED LIABILITY COMPANY

LIMITED LIABILITY COMPANY CONTROL NUMBER (IF KNOWN)

0516205

PURSUANT TO THE PROVISIONS OF §48-209-104 OF THE TENNESSEE LIMITED LIABILITY COMPANY ACT, THE UNDERSIGNED ADOPTS FOLLOWING ARTICLES OF AMENDMENT TO ITS LIMITED LIABILITY COMPANY:

PLEASE MARK THE BLOCK THAT APPLIES:

x AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE.

o AMENDMENT IS TO BE EFFECTIVE

,

(DATE)

(TIME).

(NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING.

1. PLEASE INSERT THE NAME OF THE LIMITED LIABILITY COMPANY AS IT APPEARS ON RECORD: SMBIMS G, LLC

IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:  SMBIMS Greenville, LLC

2. PLEASE INSERT ANY CHANGES THAT APPLY:

A. PRINCIPAL ADDRESS:

STREET ADDRESS

CITY

STATE/COUNTY

ZIP CODE

B. REGISTERED AGENT:

C. REGISTERED ADDRESS:

STREET

CITY

STATE

ZIP CODE

COUNTY

D. OTHER CHANGES:

3. PLEASE COMPLETE THE FOLLOWING SENTENCE BY FILLING IN THE DATE AND BY CHECKING ONE OF THE TWO BOXES:

THE AMENDMENT WAS DULY ADOPTED ON

March

30,

2006

BY THE

MONTH

DAY

YEAR

o BOARD OF GOVERNORS WITHOUT MEMBER APPROVAL AS SUCH WAS NOT REQUIRED

x MEMBERS

Senior Vice President	/s/ William V. B. Webb
SIGNER’S CAPACITY	SIGNATURE
	William V. B. Webb
	NAME OF SIGNER (TYPED OR PRINTED)

SS-4247 (REV. 5/01) Filing Fee: $20.00 RDA 2458

EX-3.120

Exhibit 3.120

OPERATING AGREEMENT
OF
SMBIMS G, LLC

This Operating Agreement (the “Agreement”) of SMBIMS G, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee company (the “Member”) and the Company, effective as of March 20, 2006.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.               Organization. On March 20, 2006, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.               Registered Office; Registered Agent. The registered office of theCompany in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.               Powers. The Company will have all powers permitted to be exercised by alimited liability company organized in the State of Tennessee.

Section 4.               Term. The Company commenced on the date the Articles were filed withthe Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.               Fiscal Year. The fiscal year of the Company for financial statement andfederal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.               Member. The Member owns 100% of the limited liability companyinterests in the Company.

Section 7.               Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.

40 Burton Hills Boulevard

Suite 500

Nashville, TN 37215

Section 8.               New Members. No person may be admitted as a member of the Companywithout the approval of the Member.

Section 9.               Liability to Third Parties. The Member will not have any personal liabilityfor any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.             Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.             Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.             Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.           Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.             President. The President will, subject to the control of the Member, havegeneral supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.             Secretary. The Secretary will, subject to the control of the Member,prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

2

Section 16.             Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.             Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.             Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.             Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.             Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.             Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

3

IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBIMS G, LLC
By:	/s/ William V. B. Webb
	William V. B. Webb, Chief Development
	Officer and Senior Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:	/s/ William V. B. Webb
	William V. B. Webb, Chief Development
	Officer and Senior Vice President

EX-3.121

Exhibit 3.121

ARTICLES OF ORGANIZATION

OF

SMBIMS MAPLE GROVE, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Revised Limited Liability Company Act, as amended (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBIMS Maple Grove, LLC (the “Company”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Clifford G. Adlerz.

Principal Executive Office

The Principal Executive Office of the Company is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Management

The Company shall be member-managed. The business of the Company shall be conducted under the management of its members. The members, by majority vote, may cause the Company to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

IN WITNESS WHEREOF, the undersigned person, acting as organizer being duly authorized, executes the foregoing Articles for the purpose of filing and forming a limited liability company in accordance with the Act.

Dated: January 12, 2007	/s/ Matthew R. Burnstein
	Matthew R. Burnstein, Organizer

EX-3.122

Exhibit 3.122

OPERATING AGREEMENT
OF
SMBIMS MAPLE GROVE, LLC

ThisOperating Agreement (the “Agreement”) of SMBIMS MAPLE GROVE, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of January 12, 2007.

WHEREAS, the Member desires to form the Company as limited liability company in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree asfollows:

Section 1.       Organization. On January 12, 2007, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.       Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.       Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.       Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.       Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.       Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.       Address. The address of the Member is set forth below:

c/o SymbionARC ManagementServices, Inc.
40 Burton Hills Boulevard
Suite 500
Nashville, TN 37215

Section 8.       New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.       Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.     Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $10.00. The Member w ill not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.     Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.     Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.     Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and Secretary, as more specifically provided below.  Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.     President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.     Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the gene ral powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

2

Section 16.     Indemnification. The Company  shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses),  judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay allamounts so advanced if it is ultimately determined that such indemnitee is not entitled to be ind emnified under this Section 16 or otherwise.

Section 17.     Tax Matters Partner. The Member will be the “taxmatters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.     Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.     Amendment or Modification. ThisAgreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.     Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.     Governing Law. ThisAgreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to theconflicts of law principles thereof.

3

IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBIMS MAPLE GROVE, LLC
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President
MEMBER:
SYMBIONARC MANAGEMENTSERVICES,
INC.
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President

4

EX-3.123

Exhibit 3.123

ARTICLES OF ORGANIZATION

OF

SMBIMS NOVI, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Revised Limited Liability Company Act, as amended (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBIMS Novi, LLC (the “Company”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson county, Tennessee 37215. The name of the initial Registered Agent at this address is Clifford G. Adlerz.

Principal Executive Office

The Principal Executive Office of the Company is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Management

The Company shall be member-managed. The business of the Company shall be conducted under the management of its members. The members, by majority vote, may cause the Company to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

IN WITNESS WHEREOF, the undersigned person, acting as organizer being duly authorized, executes the foregoing Articles for the purpose of filing and forming a limited liability company in accordance with the Act.

Dated:  August 21, 2006	/s/ Andrew E. Loope
	Andrew E. Loope, Organizer

EX-3.124

Exhibit 3.124

OPERATING AGREEMENT

OF

SMBIMS NOVI, LLC

This Operating Agreement (the “Agreement”) of SMBIMS NOVI, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”) and the Company, effective as of August 21, 2006.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization.  On August 21, 2006, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.Registered Office; Registered Agent.  The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.Powers.  The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.Term.  The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.Fiscal Year.  The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.Member.  The Member owns 100% of the limited liability company interests in the Company.

Section 7.Address.  The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.

40 Burton Hills Boulevard

Suite 500

Nashville, TN 37215

Section 8.New Members.  No person may be admitted as a member of the Company without the approval of the Member.

Section 9.Liability to Third Parties.  The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.Capital Contributions.  On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $10.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.Distributions.  Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.Management.  The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.Officers.  The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company.  Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.President.  The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company.  Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.Secretary.  The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

2

Section 16.Indemnification.  The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.Tax Matters Partner.  The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.Dissolution.  The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.Amendment or Modification.  This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.Binding Effect.  This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.Governing Law.  This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

3

IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBIMS NOVI, LLC
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES,
INC.
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President

4

EX-3.125

Exhibit 3.125

ARTICLES OF ORGANIZATION

OF

SMBIMS ORANGE CITY, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Revised Limited Liability Company Act, as amended (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBIMS Orange City, LLC (the “Company”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Clifford G. Adlerz.

Principal Executive Office

The Principal Executive Office of the Company is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Management

The Company shall be member-managed. The business of the Company shall be conducted under the management of its members. The members, by majority vote, may cause the Company to become manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

IN WITNESS WHEREOF, the undersigned person, acting as organizer being duly authorized, executes the foregoing Articles for the purpose of filing and forming a limited liability company in accordance with the Act.

Dated:	September 29, 2006	/s/ Gregory J. Pease
		Gregory J. Pease, Organizer

EX-3.126

Exhibit 3.126

OPERATING AGREEMENT

OF

SMBIMS ORANGE CITY, LLC

This Operating Agreement (the “Agreement”) of SMBIMS ORANGE CITY, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of September 29, 2006.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.               Organization. On September 29, 2006, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.               Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.               Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.              Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.               Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.               Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.               Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.
40 Burton Hills Boulevard
Suite 500
Nashville, TN 37215

Section 8.               New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.               Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.             Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $10.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.             Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.             Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.             Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.             President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.             Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 16.             Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.             Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.             Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.             Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.             Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.             Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBIMS ORANGE CITY, LLC
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President

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EX-3.127

Exhibit 3.127

CHARTER

OF

SMBIMS STEUBENVILLE, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under the Tennessee Business Corporation Act, as amended, adopts the following charter for such corporation:

1.             Name. The name of the Corporation is SMBIMS STEUBENVILLE, INC.

2.             Principal and Registered Offices. The address of the principal and registered offices of the Corporation in the State of Tennessee shall be 40 Burton Hills Blvd., Suite 500, Nashville, Davidson County, Tennessee 37215.

3.             Registered Agent. The name of the registered agent of the Corporation, located at the registered office set forth above, is Charles T. Neal.

4.             Nature of Corporation.  The Corporation is for profit.

5.             Incorporator. The name and address of the incorporator is Patrick R. Rooney, 40 Burton Hills Blvd., Suite 500, Nashville, Tennessee 37215.

6.             Authorized Stock. The Corporation shall have authority, acting by its Board of Directors, to issue not more than one thousand (1,000) shares of common stock, no par value.

7.             Indemnification. To the maximum extent permitted by law, subject to the limitations contained in this Paragraph 7, the Corporation shall indemnify an individual who is a party to a proceeding because such individual is or was a director or officer of the Corporation against any liability incurred in the proceeding and prior to the disposition thereof, advance the reasonable expenses incurred by such director or officer in connection with the proceeding, except that the Corporation shall not be required to indemnify or advance expenses to any director or officer for liability or expenses incurred in a proceeding initiated by or on behalf of such director or officer or to which such director or officer voluntarily becomes a party other than a suit to enforce indemnification rights. Furthermore, no indemnification under this Paragraph 7 shall be made if a judgment or other final adjudication adverse to the director or officer establishes his liability for (i) a breach of the director’s or officer’s duty of loyalty to the Corporation or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) any unlawful distributions described in Section 48-18-304 of the Tennessee Business Corporation Act, as amended, (the

“Act”). No indemnification shall be made by the Corporation for any amount paid in settlement without the Corporation’s prior written consent.

A director’s or officer’s rights to advancement of expenses are conditioned upon the director’s or officer’s furnishing the Corporation: (i) a written affirmation, personally signed by or on behalf of the director or officer of the good faith belief that he conducted himself in good faith and in the reasonable belief that his conduct was not opposed to the Corporation’s best interests and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) written opinion of counsel for the director or officer in the proceeding to the effect that, based on facts known to such counsel, it is reasonably possible that the director or officer will not be found liable contrary to his affirmation, and (iii) a written undertaking (in the form of an unlimited general obligation of the director or officer, which need not be secured) personally signed by or on behalf of the director or officer to repay any advances, if a judgment or final adjudication adverse to the director or officer establishes his liability contrary to his affirmation.

A determination on behalf of the Corporation of whether a director or officer is entitled to indemnification or advancement of expenses under this Paragraph 7 shall be made by the board of directors or a committee thereof or by independent special legal counsel in accordance with the provisions of Section 48-18-506 of the Act. A director’s or officer’s rights to indemnification and advancement of expenses as provided in this Paragraph 7 are intended to be greater than those which are otherwise provided for in the Act notwithstanding a failure to meet the standard of conduct required for permissive indemnification under the Act, are contractual in nature between the Corporation and the director or officer, and are mandatory. A director’s or officer’s rights to indemnification and advancement of expenses under this Paragraph 7 shall not be exclusive of other rights to which a director or officer may be entitled under an insurance policy, the Act, a resolution of the shareholders or directors of the Corporation, or an agreement providing for indemnification. Any repeal or modification of the provisions of this Paragraph 7, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification.

8.             Limitation of Directorial Liability.

a.             No person who is or was a director of this Corporation, nor his heirs, executors or administrators, shall be personally liable to this Corporation or its shareholders, and no such person may be sued by the Corporation or its shareholders, for monetary damages for breach of fiduciary duty as a director; provided, however, that this provision shall not eliminate or limit the liability of any such party (i) for any breach of a director’s duty of loyalty to the Corporation or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of

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law, or (iii) for unlawful distributions under Section 48-18-304 of the Tennessee Business Corporation Act, as amended from time to time.

b.             Any repeal or modification of the provisions of this Paragraph 8, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

Dated: August 2, 2004

/s/ Patrick R. Rooney

Patrick R. Rooney, Incorporator

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EX-3.128

Exhibit 3.128

BYLAWS

OF

SMBIMS STEUBENVILLE, INC.

(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.Principal Office and Registered Agent.  The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2Other Offices.  The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1Place Of Meetings.  All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2Annual Meetings.  The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation” ), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3Special Meetings.  Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a Special

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Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4Voting.  Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Tennessee.

Section 2.5List Of Stockholders.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6Quorum.  The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7Stock Ledger.  The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.8Action Without Meeting.  Unless otherwise provided in the Articles of Incorporation, any action required by the Tennessee Business Corporation Act to be taken at any

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annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9Proceedings at Stockholders’ Meetings.  At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1Number And Term.  The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal.  Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2Vacancies.  Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3Resignations.  Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4Removal.  Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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Section 3.5Duties And Powers.  The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Tennessee Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8Quorum.  A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaw. If at any

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meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9Compensation.  The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10Action Without Meetings.  Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11Meetings By Conference Telephone.  Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12Interested Directors.  No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if; (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 4.1Officers.  The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a Chief Operating Officer, Chief Development Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.Other Officers and Agents.  The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.Salaries.  The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.Tenure And Removal; Resignations.  The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.President.  The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

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Section 4.7Vice Presidents.  In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8Treasurer.  The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation.  He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9Assistant Treasurer.  The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements.  He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.10.Secretary.  The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer to

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affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11Assistant Secretary.  The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12Assistant Vice Presidents And Assistant Secretaries.  Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13Voting Securities Owned By The Corporation.  Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1Certificates Of Stock.  Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 5.2Classes And Series Of Stock.  If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3Lost Certificate.  A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4Transfer Of Shares.  The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issue. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5.5Stockholders’ Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6Registered Stockholders.  The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such share.

Section 5.7Dividends.  Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8Transfer Agents And Registrars.  The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9Regulations.  The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

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Section 5.10Legends.  The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1Power To Indemnify In Actions, Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation.  Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2Power To Indemnify In Actions, Suits Or Proceedings By Or In The Right Of The Corporation.  Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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Section 6.3Authorization Of Indemnification.  Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4Good Faith Defined.  For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5Indemnification By A Court.  Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6. 1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

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Section 6.6Expenses Payable In Advance.  Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7Nonexclusivity Of Indemnification And Advancement Of Expenses.  The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9Certain Definitions.  For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves

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services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10Survival Of Indemnification And Advancement Of Expenses.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11Limitation On Indemnification.  Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12Indemnification Of Employees And Agents.  The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1Seal.  The Corporation shall have no seal.

Section 7.2Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3Checks.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from tune to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1Bylaw Amendments.  These Bylaws maybe altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the stockholders

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at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2Entire Board Of Directors.  As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IX

NOTICES

Section 9.1Notices.  Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2Waivers Of Notice.  Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

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EX-3.129

Exhibit 3.129

ARTICLES OF ORGANIZATION

OF

SMBIMS TAMPA, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Revised Limited Liability Company Act, as amended (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBIMS Tampa, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.  The name of the initial Registered Agent at this address is Clifford G. Adlerz.

Principal Executive Office

The Principal Executive Office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Management

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a director-managed LLC and direct the secretary to file an amendment to the Articles so signifying.

In witness whereof, the undersigned person, acting as organizer being duly authorized, executes the foregoing Articles for the purpose of filing and forming a limited liability company in accordance with the Act.

		/s/ David R. Clay
Dated:	May 2, 2006	David R. Clay, Organizer

EX-3.130

Exhibit 3.130

OPERATING AGREEMENT

OF

SMBIMS TAMPA, LLC

This Operating Agreement (the “Agreement”) of SMBIMS TAMPA, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”) and the Company, effective as of May 2, 2006.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.              Organization. On May 2, 2006, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.              Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.               Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.               Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.               Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.               Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.               Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.

40 Burton Hills Boulevard

Suite 500

Nashville, TN 37215

Section 8.              New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.              Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.            Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.            Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.            Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.            Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.            President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.            Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 16.            Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.             Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.             Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.            Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.             Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.            Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBIMS TAMPA, LLC
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President

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EX-3.131

Exhibit 3.131

ARTICLES OF ORGANIZATION

OF

SMBIMS TEMPLE, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Revised Limited Liability Company Act, as amended (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBIMS Temple, LLC (the “Company”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Clifford G. Adlerz.

Principal Executive Office

The Principal Executive Office of the Company is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Management

The Company shall be member-managed. The business of the Company shall be conducted under the management of its members. The members, by majority vote, may cause the Company to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

IN WITNESS WHEREOF, the undersigned person, acting as organizer being duly authorized, executes the foregoing Articles for the purpose of filing and forming a limited liability company in accordance with the Act.

Dated: December 18, 2006	/s/ Matthew R. Burnstein
	Matthew R. Burnstein, Organizer

EX-3.132

Exhibit 3.132

OPERATING AGREEMENT
OF
SMBIMS TEMPLE, LLC

This Operating Agreement (the “Agreement”) of SMBIMS TEMPLE, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of December 18, 2006.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. On December 18, 2006, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6. Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.
40 Burton Hills Boulevard
Suite 500
Nashville, TN 37215

Section 8.New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $10.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 16.Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBIMS TEMPLE, LLC
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President

4

EX-3.133

Exhibit 3.133

CHARTER

OF

SMBIMS TUSCALOOSA, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act (the “Act”), adopts the following charter for such corporation:

1.         Name. The name of the corporation is SMBIMS Tuscaloosa, Inc. (the “Corporation”).

2.         Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The Corporation’s registered agent at the registered office is Charles T. Neal.

3.         Incorporator. The name and address of the sole incorporator of the Corporation is Matthew R. Burnstein, 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219.

4.         Principal Office. The address of the principal office of the Corporation is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

5.         Corporation for Profit. The Corporation is for profit.

6.         Authorized Shares. The Corporation shall have authority, acting by its board of directors, to issue not more than One Thousand (1,000) shares of common stock, no par value (“Common Stock”). All shares of Common Stock shall be one and the same class and when issued shall have equal rights of participation in dividends and assets of the Corporation and shall be non-assessable. Each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

7.         Limitation on Directors’ Liability.

(a) A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act, as amended from time to time.

(b) If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal or

modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

8.         Indemnification.

(a) The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act.

(b) The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to paragraph 8(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are nonexclusive of other similar rights which may be granted by law, this Charter, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

(c) Any repeal or modification of the provisions of this paragraph 8, either directly or by the adoption of an inconsistent provision of this Charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph 8 which occur subsequent to the effective date of such amendment.

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9.         Express Powers of Board of Directors. In furtherance of and not in limitation of the powers conferred by statute, the Corporation is expressly authorized, acting upon the authority of the board of directors and without the approval of the shareholders, to:

(a) Issue shares of any class or series as a share dividend in respect of shares of the same class or series or any other class or series;

(b) Fix or change the number of directors, including an increase or decrease in the number of directors;

(c) Determine, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and

(d) Determine, in accordance with law, the method by which vacancies occurring on the board of directors are to be filled.

10.       Removal of Directors for Cause. Directors may be removed for cause by a vote of a majority of the entire board of directors.

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11.       Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation’s employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located.

/s/ Matthew R. Burnstein

Matthew R. Burnstein

Incorporator

Dated: October 15, 2004

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EX-3.134

Exhibit 3.134

BYLAWS
OF
SMBIMS TUSCALOOSA, INC.

1.Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

2.Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

4.Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than one nor more than five members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

5.Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

6.Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

7.Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

8.Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

2

EX-3.135

Exhibit 3.135

ARTICLES OF AMENDMENT
TO THE
LIMITED LIABILITY COMPANY

LIMITED LIABILITY COMPANY CONTROL NUMBER (IF KNOWN) 0513361 PURSUANT TO THE PROVISIONS OF §48-209-104 OF THE TENNESSEE LIMITED LIABILITY COMPANY ACT, THE UNDERSIGNED ADOPTS FOLLOWING ARTICLES OF AMENDMENT TO ITS LIMITED LIABILITY COMPANY:
PLEASE MARK THE BLOCK THAT APPLIES: x AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE. o AMENDMENT IS TO BE EFFECTIVE                         ,                          (DATE)                          (TIME). (NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING.
1. PLEASE INSERT THE NAME OF THE LIMITED LIABILITY COMPANY AS IT APPEARS ON RECORD:
SMBIMS W, LLC
IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:
SMBIMS Wichita, LLC
2. PLEASE INSERT ANY CHANGES THAT APPLY:
A. PRINCIPAL ADDRESS:
	STREET ADDRESS
CITY	STATE/COUNTY					ZIP CODE
B. REGISTERED AGENT:
C. REGISTERED ADDRESS:
	STREET
CITY	STATE					ZIP CODE		COUNTY
D. OTHER CHANGES:
3. PLEASE COMPLETE THE FOLLOWING SENTENCE BY FILLING IN THE DATE AND BY CHECKING ONE OF THE TWO BOXES:
THE AMENDMENT WAS DULY ADOPTED ON			February		20,		2006		BY THE
			MONTH		DAY		YEAR
o BOARD OF GOVERNORS WITHOUT MEMBER APPROVAL AS SUCH WAS NOT REQUIRED x MEMBERS
Senior Vice President				/s/ William V. B. Webb
SIGNER’S CAPACITY				SIGNATURE
				William V. B. Webb
				NAME OF SIGNER (TYPED OR PRINTED)
SS-4247 (REV. 5/01)		Filing Fee: $20.00		RDA 2458

ARTICLES OF ORGANIZATION

OF

SMBIMS W, LLC

The undersigned, acting as Organizer of a limited liability company under the Tennessee Revised Limited Liability Company Act, as amended, Tennessee Code Annotated Sections 48-249-101, et seq. (the “Act”), hereby adopts the following Articles of Organization (“the Articles”) for such limited liability company:

1.         Name. The name of the limited liability company (the “Company”) is:

SMBIMS W, LLC

2.         Registered Agent.

(a) The complete address of the Company’s initial registered office in Tennessee is:

40 Burton Hills Boulevard, Suite 500
Nashville, Tennessee 37215
Davidson County

(b) The name of the initial registered agent, to be located at the address listed in 2(a) is:

Charles T. Neal

3.         Principal Executive Office. The complete address of the Company’s principal executive office is:

40 Burton Hills Boulevard, Suite 500
Nashville, Tennessee 37215
Davidson County

4.         Form of Management. The Company shall be member-managed. The business of the Company shall be conducted under the management of its members. The members, by majority vote, may cause the Company to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

IN WITNESS WHEREOF, the undersigned person, acting as organizer being duly authorized, executes the foregoing Articles for the purpose of filing and forming a limited liability company in accordance with the Act.

Dated: February 14, 2006
	/s/ Alice P. Heywood
	Alice P. Heywood, Esq.
	Organizer

EX-3.136

Exhibit 3.136

OPERATING AGREEMENT
OF
SMBIMS W, LLC

This Operating Agreement (the “Agreement”) of SMBIMS W, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee company (the “Member”) and the Company, effective as of February 14, 2006.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.      Organization. On February 14, 2006, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.      Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.      Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.      Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.      Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.      Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.      Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.
40 Burton Hills Boulevard
Suite 500
Nashville, TN 37215

Section 8.      New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.      Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.    Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.    Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.    Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.    Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.    President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.    Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 16.    Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.    Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.    Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.    Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.    Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.    Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBIMS W, LLC
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President

4

EX-3.137

Exhibit 3.137

ARTICLES OF AMENDMENT
TO THE
LIMITED LIABILITY COMPANY

LIMITED LIABILITY COMPANY CONTROL NUMBER (IF KNOWN) 0498518 PURSUANT TO THE PROVISIONS OF §48-209-104 OF THE TENNESSEE LIMITED LIABILITY COMPANY ACT, THE UNDERSIGNED ADOPTS FOLLOWING ARTICLES OF AMENDMENT TO ITS LIMITED LIABILITY COMPANY:
PLEASE MARK THE BLOCK THAT APPLIES: x AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE. o AMENDMENT IS TO BE EFFECTIVE                         ,                          (DATE)                          (TIME). (NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING.
1. PLEASE INSERT THE NAME OF THE LIMITED LIABILITY COMPANY AS IT APPEARS ON RECORD:
SMBISS A, LLC
IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:
SMBISS Arcadia, LLC
2. PLEASE INSERT ANY CHANGES THAT APPLY:
A. PRINCIPAL ADDRESS:
	STREET ADDRESS
CITY	STATE/COUNTY							ZIP CODE
B. REGISTERED AGENT:
C. REGISTERED ADDRESS:
	STREET
CITY	STATE					ZIP CODE		COUNTY
D. OTHER CHANGES:
3. PLEASE COMPLETE THE FOLLOWING SENTENCE BY FILLING IN THE DATE AND BY CHECKING ONE OF THE TWO BOXES:
THE AMENDMENT WAS DULY ADOPTED ON			July		27,		2005		BY THE
			MONTH		DAY		YEAR
o BOARD OF GOVERNORS WITHOUT MEMBER APPROVAL AS SUCH WAS NOT REQUIRED x MEMBERS
VP of the Sole Member				/s/ Kenneth C. Mitchell
SIGNER’S CAPACITY				SIGNATURE
				Kenneth C. Mitchell
				NAME OF SIGNER (TYPED OR PRINTED)
SS-4247 (REV. 5/01)		Filing Fee: $20.00		RDA 2458

ARTICLES OF ORGANIZATION

OF

SMBISS A, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Limited Liability Company Act (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBISS A, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Gregg A. Stanley.

Organizer

Matthew R. Burnstein, Esq. whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760 is the organizer of the LLC.

Number of Members

At the date of the filing of the Articles, there is one member.

Date of Formation

The existence of the LLC is to begin upon the filing of the Articles.

Management

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a board-managed LLC and direct the secretary to file an amendment to the Articles so signifying.

Principal Executive Office

The Principal Executive Office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Transfer of Membership Interest

No Member may transfer or assign his membership interest or any part thereof to any person except as provided in the operating agreement. No holder may transfer or assign his financial rights to any person except as provided in the operating agreement. The consent to transfer may be by member action as provided in the operating agreement. In absence of a provision in the operating agreement, the default rules of the Act shall apply.

Dissolution Events

The events or actions that constitute a dissolution may be by member action or such other event as provided in the operating agreement or the having of no members. In absence of a provision in the operating agreement, the dissolution events shall be the having of no members, or a unanimous vote of the members to dissolve.

Preemptive Rights and Right of First Refusal

Members and parties to a contribution agreement may have preemptive rights if so provided in the operating agreement. The members and/or the LLC and/or a specific member may have rights of first refusal if they are set forth in the operating agreement.

Action on Recommendation

If the operating agreement so provides, action on recommendation as permitted in T.C.A. §48-223-103 shall be allowed.

Expulsion

If the operating agreement so provides, a member may be expelled as provided therein.

Dated: July 20, 2005	/s/ Matthew R. Burnstein
	Matthew R. Burnstein, Organizer

EX-3.138

Exhibit 3.138

OPERATING AGREEMENT
OF
SMBISS A, LLC

This Operating Agreement (the “Agreement”) of SMBISS A, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee company (the “Member”) and the Company, effective as of July 21, 2005.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.      Organization. On July 20, 2005, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.      Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.      Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.      Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.      Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.      Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.      Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.
40 Burton Hills Boulevard
Suite 500
Nashville, TN 37215

Section 8.      New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.      Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.    Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.    Capital Accounts. A capital account will be maintained for the Member in accordance with the Treasury Regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended, and will consist of the sum of the contributions of the Member to the capital of the Company, plus its share of the profits of the Company, less its share of any losses of the Company, and less any distributions to or withdrawals made by or attributed to it from the Company.

Section 12.    Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 13.    Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 14.    Managers. The Member may, from time to time, designate one or more individuals to be managers of the Company, with such titles as the Member may assign to such individuals. The initial managers of the Company will be a Chief Manager and a Secretary, as more specifically provided below. Managers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any manager may resign as such at any time by providing written notice to the Company. Any manager may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any manager position of the Company may be filled by the Member. The managers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 15.    Chief Manager. The Chief Manager will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the Chief Manager will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

2

Section 16.    Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 17.    Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law. The right to indemnification conferred in this Section 17 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 17 or otherwise.

Section 18.    Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 19.    Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 20.    Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 21.    Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 22.    Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

3

IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBISS A, LLC
By:		/s/ Kenneth C. Mitchell
Name:			Kenneth C. Mitchell
Its:	Vice President

MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:		/s/ Kenneth C. Mitchell
Name:			Kenneth C. Mitchell
Its:	Vice President

4

EX-3.139

Exhibit 3.139

ARTICLES OF AMENDMENT
TO THE
LIMITED LIABILITY COMPANY

LIMITED LIABILITY COMPANY CONTROL NUMBER (IF KNOWN) 0498621 PURSUANT TO THE PROVISIONS OF §48-209-104 OF THE TENNESSEE LIMITED LIABILITY COMPANY ACT, THE UNDERSIGNED ADOPTS FOLLOWING ARTICLES OF AMENDMENT TO ITS LIMITED LIABILITY COMPANY:
PLEASE MARK THE BLOCK THAT APPLIES: x AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE. o AMENDMENT IS TO BE EFFECTIVE                         ,                          (DATE)                          (TIME). (NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING.
1. PLEASE INSERT THE NAME OF THE LIMITED LIABILITY COMPANY AS IT APPEARS ON RECORD:
SMBISS B, LLC
IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:
SMBISS Beverly Hills, LLC
2. PLEASE INSERT ANY CHANGES THAT APPLY:
A. PRINCIPAL ADDRESS:
	STREET ADDRESS
CITY	STATE/COUNTY							ZIP CODE
B. REGISTERED AGENT:
C. REGISTERED ADDRESS:
	STREET
CITY	STATE					ZIP CODE		COUNTY
D. OTHER CHANGES:
3. PLEASE COMPLETE THE FOLLOWING SENTENCE BY FILLING IN THE DATE AND BY CHECKING ONE OF THE TWO BOXES:
THE AMENDMENT WAS DULY ADOPTED ON			July		27,		2005		BY THE
			MONTH		DAY		YEAR
o BOARD OF GOVERNORS WITHOUT MEMBER APPROVAL AS SUCH WAS NOT REQUIRED    x MEMBERS
VP of the Sole Member				/s/ Kenneth C. Mitchell
SIGNER’S CAPACITY				SIGNATURE
				Kenneth C. Mitchell
				NAME OF SIGNER (TYPED OR PRINTED)
SS-4247 (REV. 5/01)		Filing Fee: $20.00		RDA 2458

ARTICLES OF ORGANIZATION

OF

SMBISS B, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Limited Liability Company Act (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBISS B, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Gregg A. Stanley.

Organizer

Matthew R. Burnstein, Esq. whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760 is the organizer of the LLC.

Number of Members

At the date of the filing of the Articles, there is one member.

Date of Formation

The existence of the LLC is to begin upon the filing of the Articles.

Management

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a board-managed LLC and direct the secretary to file an amendment to the Articles so signifying.

Principal Executive Office

The Principal Executive Office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Transfer of Membership Interest

No Member may transfer or assign his membership interest or any part thereof to any person except as provided in the operating agreement. No holder may transfer or assign his financial rights to any person except as provided in the operating agreement. The consent to transfer may be by member action as provided in the operating agreement. In absence of a provision in the operating agreement, the default rules of the Act shall apply.

Dissolution Events

The events or actions that constitute a dissolution may be by member action or such other event as provided in the operating agreement or the having of no members. In absence of a provision in the operating agreement, the dissolution events shall be the having of no members, or a unanimous vote of the members to dissolve.

Preemptive Rights and Right of First Refusal

Members and parties to a contribution agreement may have preemptive rights if so provided in the operating agreement. The members and/or the LLC and/or a specific member may have rights of first refusal if they are set forth in the operating agreement.

Action on Recommendation

If the operating agreement so provides, action on recommendation as permitted in T.C.A. §48-223-103 shall be allowed.

Expulsion

If the operating agreement so provides, a member may be expelled as provided therein.

Dated: July 20, 2005	/s/ Matthew R. Burnstein
	Matthew R. Burnstein, Organizer

EX-3.140

Exhibit 3.140

OPERATING AGREEMENT
OF
SMBISS B, LLC

This Operating Agreement (the “Agreement”) of SMBISS B, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee company (the “Member”) and the Company, effective as of July 21, 2005.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.           Organization. On July 20, 2005, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.           Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3            Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.           Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.           Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.           Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.           Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.
40 Burton Hills Boulevard
Suite 500
Nashville, TN 37215

Section 8.           New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.           Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.         Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.         Capital Accounts. A capital account will be maintained for the Member in accordance with the Treasury Regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended, and will consist of the sum of the contributions of the Member to the capital of the Company, plus its share of the profits of the Company, less its share of any losses of the Company, and less any distributions to or withdrawals made by or attributed to it from the Company.

Section 12.         Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 13.         Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 14.         Managers. The Member may, from time to time, designate one or more individuals to be managers of the Company, with such titles as the Member may assign to such individuals. The initial managers of the Company will be a Chief Manager and a Secretary, as more specifically provided below. Managers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any manager may resign as such at any time by providing written notice to the Company. Any manager may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any manager position of the Company may be filled by the Member. The managers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 15.         Chief Manager. The Chief Manager will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the Chief Manager will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

2

Section 16.         Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 17.         Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law. The right to indemnification conferred in this Section 17 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 17 or otherwise.

Section 18.         Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 19.         Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 20.         Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 21.         Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 22.         Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

3

IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBISS B, LLC
By:		/s/ Kenneth C. Mitchell
Name:			Kenneth C. Mitchell
Its:	Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES,
INC.
By:		/s/ Kenneth C. Mitchell
Name:			Kenneth C. Mitchell
Its:	Vice President

4

EX-3.141

Exhibit 3.141

ARTICLES OF ORGANIZATION

OF

SMBISS CHESTERFIELD, LLC

The undersigned, acting as Organizer of a limited liability company under the Tennessee Revised Limited Liability Company Act, as amended, Tennessee Code Annotated Sections 48-249-101, et seq. (the “Act”), hereby adopts the following Articles of Organization (“the Articles”) for such limited liability company:

1.Name. The name of the limited liability company (the “Company”) is:

SMBISS Chesterfield, LLC

2.Registered Agent.

(a) The complete address of the Company’s initial registered office in Tennessee is:

40 Burton Hills Boulevard, Suite 500
Nashville, Tennessee 37215
Davidson County

(b) The name of the initial registered agent, to be located at the address listed in 2(a) is:

Clifford G. Alderz

3.Principal Executive Office. The complete address of the Company’s principal executive office is:

40 Burton Hills Boulevard, Suite 500
Nashville, Tennessee 37215
Davidson County

4.Form of Management. The Company shall be member-managed. The business of the Company shall be conducted under the management of its members. The members, by majority vote, may cause the Company to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

IN WITNESS WHEREOF, the undersigned person, acting as organizer being duly authorized, executes the foregoing Articles for the purpose of filing and forming a limited liability company in accordance with the Act.

Dated: May 31, 2006	/s/ Alice P. Heywood
	Alice P. Heywood, Esq. Organizer

EX-3.142

Exhibit 3.142

OPERATING AGREEMENT
OF
SMBISS CHESTERFIELD, LLC

This Operating Agreement (the “Agreement”) of SMBISS CHESTERFIELD, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”) and the Company, effective as of May 31, 2006.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. On May 31, 2006, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.
40 Burton Hills Boulevard
Suite 500
Nashville, TN 37215

Section 8.New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

2

Section 16.Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 623l(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

3

IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBISS CHESTERFIELD, LLC
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President

MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell, Vice President

4

EX-3.143

Exhibit 3.143

ARTICLES OF AMENDMENT
TO THE
LIMITED LIABILITY COMPANY

LIMITED LIABILITY COMPANY CONTROL NUMBER (IF KNOWN) 0498520 PURSUANT TO THE PROVISIONS OF §48-209-104 OF THE TENNESSEE LIMITED LIABILITY COMPANY ACT, THE UNDERSIGNED ADOPTS FOLLOWING ARTICLES OF AMENDMENT TO ITS LIMITED LIABILITY COMPANY:
PLEASE MARK THE BLOCK THAT APPLIES: x AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE. o AMENDMENT IS TO BE EFFECTIVE                         ,                          (DATE)                          (TIME). (NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING.
1. PLEASE INSERT THE NAME OF THE LIMITED LIABILITY COMPANY AS IT APPEARS ON RECORD:
SMBISS E, LLC
IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:
SMBISS Encino, LLC
2. PLEASE INSERT ANY CHANGES THAT APPLY:
A. PRINCIPAL ADDRESS:
	STREET ADDRESS
CITY	STATE/COUNTY							ZIP CODE
B. REGISTERED AGENT:
C. REGISTERED ADDRESS:
	STREET
CITY	STATE					ZIP CODE		COUNTY
D. OTHER CHANGES:
3. PLEASE COMPLETE THE FOLLOWING SENTENCE BY FILLING IN THE DATE AND BY CHECKING ONE OF THE TWO BOXES:
THE AMENDMENT WAS DULY ADOPTED ON			July		27,		2005		BY THE
			MONTH		DAY		YEAR
o BOARD OF GOVERNORS WITHOUT MEMBER APPROVAL AS SUCH WAS NOT REQUIRED x MEMBERS
VP of the Sole Member				/s/ Kenneth C. Mitchell
SIGNER’S CAPACITY				SIGNATURE
				Kenneth C. Mitchell
				NAME OF SIGNER (TYPED OR PRINTED)
SS-4247 (REV. 5/01)		Filing Fee: $20.00		RDA 2458

ARTICLES OF ORGANIZATION

OF

SMBISS E, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Limited Liability Company Act (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBISS E, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Gregg A. Stanley.

Organizer

Matthew R. Burnstein, Esq. whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760 is the organizer of the LLC.

Number of Members

At the date of the filing of the Articles, there is one member.

Date of Formation

The existence of the LLC is to begin upon the filing of the Articles.

Management

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a board-managed LLC and direct the secretary to file an amendment to the Articles so signifying.

Principal Executive Office

The Principal Executive Office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Transfer of Membership Interest

No Member may transfer or assign his membership interest or any part thereof to any person except as provided in the operating agreement. No holder may transfer or assign his financial rights to any person except as provided in the operating agreement. The consent to transfer may be by member action as provided in the operating agreement. In absence of a provision in the operating agreement, the default rules of the Act shall apply.

Dissolution Events

The events or actions that constitute a dissolution may be by member action or such other event as provided in the operating agreement or the having of no members. In absence of a provision in the operating agreement, the dissolution events shall be the having of no members, or a unanimous vote of the members to dissolve.

Preemptive Rights and Right of First Refusal

Members and parties to a contribution agreement may have preemptive rights if so provided in the operating agreement. The members and/or the LLC and/or a specific member may have rights of first refusal if they are set forth in the operating agreement.

Action on Recommendation

If the operating agreement so provides, action on recommendation as permitted in T.C.A. §48-223-103 shall be allowed.

Expulsion

If the operating agreement so provides, a member may be expelled as provided therein.

Dated: July 20, 2005	/s/ Matthew R. Burnstein
	Matthew R. Burnstein, Organizer

EX-3.144

Exhibit 3.144

OPERATING AGREEMENT
OF
SMBISS E, LLC

This Operating Agreement (the “Agreement”) of SMBISS E, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee company (the “Member”) and the Company, effective as of July 21, 2005.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.      Organization. On July 20, 2005, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.      Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.      Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.      Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.      Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.      Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.      Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.
40 Burton Hills Boulevard
Suite 500
Nashville, TN 37215

Section 8.      New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.      Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.    Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.    Capital Accounts. A capital account will be maintained for the Member in accordance with the Treasury Regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended, and will consist of the sum of the contributions of the Member to the capital of the Company, plus its share of the profits of the Company, less its share of any losses of the Company, and less any distributions to or withdrawals made by or attributed to it from the Company.

Section 12.    Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 13.    Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 14.    Managers. The Member may, from time to time, designate one or more individuals to be managers of the Company, with such titles as the Member may assign to such individuals. The initial managers of the Company will be a Chief Manager and a Secretary, as more specifically provided below. Managers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any manager may resign as such at any time by providing written notice to the Company. Any manager may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any manager position of the Company may be filled by the Member. The managers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 15.    Chief Manager. The Chief Manager will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the Chief Manager will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

2

Section 16.    Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 17.    Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 17 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 17 or otherwise.

Section 18.    Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 623l(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 19.    Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 20.    Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 21.    Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 22.    Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

3

IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBISS E, LLC
By:		/s/ Kenneth C. Mitchell
Name:			Kenneth C. Mitchell
Its:	Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:		/s/ Kenneth C. Mitchell
Name:			Kenneth C. Mitchell
Its:	Vice President

4

EX-3.145

Exhibit 3.145

5517 2657

ARTICLES OF AMENDMENT

TO THE

LIMITED LIABILITY COMPANY

LIMITED LIABILITY COMPANY CONTROL NUMBER (IF KNOWN)  0498519 PURSUANT TO THE PROVISIONS OF §48-209-104 OF THE TENNESSEE LIMITED LIABILITY COMPANY ACT, THE UNDERSIGNED ADOPTS FOLLOWING ARTICLES OF AMENDMENT TO ITS LIMITED LIABILITY COMPANY:

PLEASE MARK THE BLOCK THAT APPLIES: x AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE. o AMENDMENT IS TO BE EFFECTIVE                         ,                          (DATE)                          (TIME). (NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING.

1. PLEASE INSERT THE NAME OF THE LIMITED LIABILITY COMPANY AS IT APPEARS ON RECORD:

SMBISS I, LLC

IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:

SMBISS Irvine, LLC

2. PLEASE INSERT ANY CHANGES THAT APPLY:

A. PRINCIPAL ADDRESS:

STREET ADDRESS

CITY

STATE/COUNTY

ZIP CODE

B. REGISTERED AGENT:

C. REGISTERED ADDRESS:

STREET

CITY

STATE

ZIP CODE

COUNTY

D. OTHER CHANGES:

3. PLEASE COMPLETE THE FOLLOWING SENTENCE BY FILLING IN THE DATE AND BY CHECKING ONE OF THE TWO BOXES:

THE AMENDMENT WAS DULY ADOPTED ON

July

27

2005

BY THE

MONTH

DAY

YEAR

o BOARD OF GOVERNORS WITHOUT MEMBER APPROVAL AS SUCH WAS NOT REQUIRED x MEMBERS

VP of the Sole Member

/s/ Kenneth C. Mitchell

SIGNER’S CAPACITY

SIGNATURE

Kenneth C. Mitchell

NAME OF SIGNER (TYPED OR PRINTED)

SS-4247 (REV. 5/01)

Filing Fee: $20.00

RDA 2458

ARTICLES OF ORGANIZATION

OF

SMBISS I, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Limited Liability Company Act (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBISS I, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Gregg A. Stanley.

Organizer

Matthew R. Burnstein, Esq. whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760 is the organizer of the LLC.

Number of Members

At the date of the filing of the Articles, there is one member.

Date of Formation

The existence of the LLC is to begin upon the filing of the Articles.

Management

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a board-managed LLC and direct the secretary to file an amendment to the Articles so signifying.

Principal Executive Office

The Principal Executive Office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Transfer of Membership Interest

No Member may transfer or assign his membership interest or any part thereof to any person except as provided in the operating agreement. No holder may transfer or assign his financial rights to any person except as provided in the operating agreement. The consent to transfer may be by member action as provided in the operating agreement. In absence of a provision in the operating agreement, the default rules of the Act shall apply.

Dissolution Events

The events or actions that constitute a dissolution may be by member action or such other event as provided in the operating agreement or the having of no members. In absence of a provision in the operating agreement, the dissolution events shall be the having of no members, or a unanimous vote of the members to dissolve.

Preemptive Rights and Right of First Refusal

Members and parties to a contribution agreement may have preemptive rights if so provided in the operating agreement. The members and/or the LLC and/or a specific member may have rights of first refusal if they are set forth in the operating agreement.

Action on Recommendation

If the operating agreement so provides, action on recommendation as permitted in T.C.A. §48-223-103 shall be allowed.

Expulsion

If the operating agreement so provides, a member may be expelled as provided therein.

Dated: July 20, 2005	/s/ Matthew R. Burnstein
	Matthew R. Burnstein, Organizer

EX-3.146

Exhibit 3.146

OPERATING AGREEMENT
OF
SMBISS I, LLC

This Operating Agreement (the “Agreement”) of SMBISS I, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee company (the “Member”) and the Company, effective as of July 21, 2005.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.     Organization. On July 20, 2005, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.     Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.     Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.     Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.     Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.     Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.     Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.
40 Burton Hills Boulevard
Suite 500
Nashville, TN 37215

Section 8.     New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.     Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.   Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.   Capital Accounts. A capital account will be maintained for the Member in accordance with the Treasury Regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended, and will consist of the sum of the contributions of the Member to the capital of the Company, plus its share of the profits of the Company, less its share of any losses of the Company, and less any distributions to or withdrawals made by or attributed to it from the Company.

Section 12.   Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 13.   Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 14.   Managers. The Member may, from time to time, designate one or more individuals to be managers of the Company, with such titles as the Member may assign to such individuals. The initial managers of the Company will be a Chief Manager and a Secretary, as more specifically provided below. Managers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any manager may resign as such at any time by providing written notice to the Company. Any manager may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any manager position of the Company may be filled by the Member. The managers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 15.   Chief Manager. The Chief Manager will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the Chief Manager will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

2

Section 16.   Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 17.   Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 17 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 17 or otherwise.

Section 18.   Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 19.   Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 20.   Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 21.   Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 22.   Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

3

IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:   SMBISS I, LLC
By:		/s/ Kenneth C. Mitchell
Name:			Kenneth C. Mitchell
Its:	Vice President
MEMBER: SYMBIONARC MANAGEMENT SERVICES, INC.
By:		/s/ Kenneth C. Mitchell
Name:			Kenneth C. Mitchell
Its:	Vice President

4

EX-3.147

Exhibit 3.147

ARTICLES OF ORGANIZATION

OF

SMBISS ROSWELL, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Limited Liability Company Act (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBISS Roswell, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Gregg A. Stanley.

Organizer

Matt N. Thomson, Esq. whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760 is the organizer of the LLC.

Number of Members

At the date of the filing of the Articles, there is one member.

Date of Formation

The existence of the LLC is to begin upon the filing of the Articles.

Management

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a board-managed LLC and direct the secretary to file an amendment to the Articles so signifying.

Principal Executive Office

The Principal Executive Office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Transfer of Membership Interest

No Member may transfer or assign his membership interest or any part thereof to any person except as provided in the operating agreement. No holder may transfer or assign his financial rights to any person except as provided in the operating agreement. The consent to transfer may be by member action as provided in the operating agreement. In absence of a provision in the operating agreement, the default rules of the Act shall apply.

Dissolution Events

The events or actions that constitute a dissolution may be by member action or such other event as provided in the operating agreement or the having of no members. In absence of a provision in the operating agreement, the dissolution events shall be the having of no members, or a unanimous vote of the members to dissolve.

Preemptive Rights and Right of First Refusal

Members and parties to a contribution agreement may have preemptive rights if so provided in the operating agreement. The members and/or the LLC and/or a specific member may have rights of first refusal if they are set forth in the operating agreement.

Action on Recommendation

If the operating agreement so provides, action on recommendation as permitted in T.C.A. §48-223-103 shall be allowed.

Expulsion

If the operating agreement so provides, a member may be expelled as provided therein.

Dated: January 31, 2005	/s/ Matt N. Thomson
	Matt N. Thomson, Organizer

EX-3.148

Exhibit 3.148

OPERATING AGREEMENT
OF
SMBISS ROSWELL, LLC

This Operating Agreement (the “Agreement”) of SMBISS Roswell, LLC, a Tennessee limited company (the “Company”), is entered into by and between SymbionARC Management Services, Inc. (the “Member”) and the Company, effective as of February 8, 2005.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.     Organization. On January 31, 2005, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.      Registered Office: Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles, or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.      Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.      Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.      Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31^st unless otherwise determined by the Member.

Section 6.      Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.      Address. The address of the Member is set forth below:

40 Burton Hills Boulevard
Suite 500
Nashville, TN 37215

Section 8.      New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.      Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.    Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.    Capital Accounts. A capital account will be maintained for the Member in accordance with the Treasury Regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended, and will consist of the sum of the contributions of the Member to the capital of the Company, plus its share of the profits of the Company, less its share of any losses of the Company, and less any distributions to or withdrawals made by or attributed to it from the Company.

Section 12.    Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 13.    Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 14.    Managers. The Member may, from time to time, designate one or more individuals to be managers of the Company, with such titles as the Member may assign to such individuals. The initial managers of the Company will be a Chief Manager and a Secretary, as more specifically provided below. Managers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any manager may resign as such at any time by providing written notice to the Company. Any manager may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any manager position of the Company may be filled by the Member. The managers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 15.    Chief Manager. The Chief Manager will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the Chief Manager will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 16.    Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

2

Section 17.    Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 17 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”): provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it is ultimately determined that such Indemnitee is not entitled to be indemnified under this Section 17 or otherwise.

Section 18.    Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 19.    Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 20.    Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 21.    Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 22.    Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

3

IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBISS ROSWELL, LLC
By:		/s/ Gregg Stanley
Name:			Gregg Stanley
Its:	President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:		/s/ Kenneth C. Mitchell
Name:			Kenneth C. Mitchell
Its:	Vice President

4

EX-3.149

Exhibit 3.149

ARTICLES OF ORGANIZATION
OF
SMBISS SANDY SPRINGS, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Limited Liability Company Act (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBISS Sandy Springs, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Gregg A. Stanley.

Organizer

Matt N. Thomson, Esq. whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760 is the organizer of the LLC.

Number of Members

At the date of the filing of the Articles, there is one member.

Date of Formation

The existence of the LLC is to begin upon the filing of the Articles.

Management

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a board-managed LLC and direct the secretary to file an amendment to the Articles so signifying.

Principal Executive Office

The Principal Executive Office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

5344 0189

 Transfer of Membership Interest

No Member may transfer or assign his membership interest or any part thereof to any person except as provided in the operating agreement. No holder may transfer or assign his financial rights to any person except as provided in the operating agreement. The consent to transfer may be by member action as provided in the operating agreement. In absence of a provision in the operating agreement, the default rules of the Act shall apply.

Dissolution Events

The events or actions that constitute a dissolution may be by member action or such other event as provided in the operating agreement or the having of no members. In absence of a provision in the operating agreement, the dissolution events shall be the having of no members, or a unanimous vote of the members to dissolve.

Preemptive Rights and Right of First Refusal

Members and parties to a contribution agreement may have preemptive rights if so provided in the operating agreement. The members and/or the LLC and/or a specific member may have rights of first refusal if they are set forth in the operating agreement.

Action on Recommendation

If the operating agreement so provides, action on recommendation as permitted in T.C.A. §48-223-103 shall be allowed.

Expulsion

If the operating agreement so provides, a member may be expelled as provided therein.

Dated: January 31, 2005	/s/ Matt N. Thomson
	Matt N. Thomson, Organizer

EX-3.150

Exhibit 3.150

OPERATING AGREEMENT
OF
SMBISS SANDY SPRINGS, LLC

This Operating Agreement (the “Agreement”) of SMBISS Sandy Springs, LLC, a Tennessee limited company (the “Company”), is entered into by and between SymbionARC Management Services, Inc. (the “Member”) and the Company, effective as of February 8, 2005.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. On January 31, 2005, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.Registered Office: Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles, or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31^st unless otherwise determined by the Member.

Section 6.Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.Address. The address of the Member is set forth below:

40 Burton Hills Boulevard
Suite 500
Nashville, TN 37215

Section 8.New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.Capital Accounts. A capital account will be maintained for the Member in accordance with the Treasury Regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended, and will consist of the sum of the contributions of the Member to the capital of the Company, plus its share of the profits of the Company, less its share of any losses of the Company, and less any distributions to or withdrawals made by or attributed to it from the Company.

Section 12.Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 13.Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 14.Managers. The Member may, from time to time, designate one or more individuals to be managers of the Company, with such titles as the Member may assign to such individuals. The initial managers of the Company will be a Chief Manager and a Secretary, as more specifically provided below. Managers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any manager may resign as such at any time by providing written notice to the Company. Any manager may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any manager position of the Company may be filled by the Member. The managers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 15.Chief Manager. The Chief Manager will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the Chief Manager will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 16.Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 17.Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 17 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”): provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it is ultimately determined that such Indemnitee is not entitled to be indemnified under this Section 17 or otherwise.

Section 18.Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 19.Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 20.Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 21.Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 22.Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBISS SANDY SPRINGS, LLC
By:		/s/ Gregg Stanley
Name:			Gregg Stanley
Its:	President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:		/s/ Kenneth C. Mitchell
Name:			Kenneth C. Mitchell
Its:	Vice President

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EX-3.151

Exhibit 3.151

ARTICLES OF AMENDMENT

TO THE

LIMITED LIABILITY COMPANY

LIMITED LIABILITY COMPANY CONTROL NUMBER (IF KNOWN)  0498517
PURSUANT TO THE PROVISIONS OF §48-209-104 OF THE TENNESSEE LIMITED LIABILITY COMPANY ACT, THE UNDERSIGNED ADOPTS FOLLOWING ARTICLES OF AMENDMENT TO ITS LIMITED LIABILITY COMPANY:
PLEASE MARK THE BLOCK THAT APPLIES:
x AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE.
o AMENDMENT IS TO BE EFFECTIVE                         ,                          (DATE)                          (TIME).
(NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING.
1. PLEASE INSERT THE NAME OF THE LIMITED LIABILITY COMPANY AS IT APPEARS ON RECORD:
SMBISS T, LLC
IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:
SMBISS Thousand Oaks, LLC
2. PLEASE INSERT ANY CHANGES THAT APPLY:
	A. PRINCIPAL ADDRESS:
		STREET ADDRESS
	CITY				STATE/COUNTY				ZIP CODE
	B. REGISTERED AGENT:
	C. REGISTERED ADDRESS:
			STREET
	CITY			STATE			ZIP CODE			COUNTY
	D. OTHER CHANGES:
3. PLEASE COMPLETE THE FOLLOWING SENTENCE BY FILLING IN THE DATE AND BY CHECKING ONE OF THE TWO BOXES:
	THE AMENDMENT WAS DULY ADOPTED ON					July		27		2005	BY THE
						MONTH		DAY		YEAR
	o BOARD OF GOVERNORS WITHOUT MEMBER APPROVAL AS SUCH WAS NOT REQUIRED
	x MEMBERS
	VP of the Sole Member							/s/ Kenneth C. Mitchell
	SIGNER’S CAPACITY							SIGNATURE
								Kenneth C. Mitchell
								NAME OF SIGNER (TYPED OR PRINTED)
	SS-4247 (REV. 5/01)					Filing Fee: $20.00		RDA 2458

ARTICLES OF ORGANIZATION
OF
SMBISS T, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Limited Liability Company Act (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SMBISS T, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Gregg A. Stanley.

Organizer

Matthew R. Burnstein, Esq. whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760 is the organizer of the LLC.

Number of Members

At the date of the filing of the Articles, there is one member.

Date of Formation

The existence of the LLC is to begin upon the filing of the Articles.

Management

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a board-managed LLC and direct the secretary to file an amendment to the Articles so signifying.

Principal Executive Office

The Principal Executive Office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Transfer of Membership Interest

No Member may transfer or assign his membership interest or any part thereof to any person except as provided in the operating agreement. No holder may transfer or assign his financial rights to any person except as provided in the operating agreement. The consent to transfer may be by member action as provided in the operating agreement. In absence of a provision in the operating agreement, the default rules of the Act shall apply.

Dissolution Events

The events or actions that constitute a dissolution may be by member action or such other event as provided in the operating agreement or the having of no members. In absence of a provision in the operating agreement, the dissolution events shall be the having of no members, or a unanimous vote of the members to dissolve.

Preemptive Rights and Right of First Refusal

Members and parties to a contribution agreement may have preemptive rights if so provided in the operating agreement. The members and/or the LLC and/or a specific member may have rights of first refusal if they are set forth in the operating agreement.

Action on Recommendation

If the operating agreement so provides, action on recommendation as permitted in T.C.A. §48-223-103 shall be allowed.

Expulsion

If the operating agreement so provides, a member may be expelled as provided therein.

Dated: July 20, 2005	/s/ Matthew R. Burnstein
	Matthew R. Burnstein, Organizer

EX-3.152

Exhibit 3.152

OPERATING AGREEMENT
OF
SMBISS T, LLC

This Operating Agreement (the “Agreement”) of SMBISS T, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee company (the “Member”) and the Company, effective as of July 21, 2005.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.      Organization. On July 20, 2005, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.      Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.      Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.      Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.      Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.      Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.      Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.
40 Burton Hills Boulevard
Suite 500
Nashville, TN 37215

Section 8.      New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.      Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.    Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.    Capital Accounts. A capital account will be maintained for the Member in accordance with the Treasury Regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended, and will consist of the sum of the contributions of the Member to the capital of the Company, plus its share of the profits of the Company, less its share of any losses of the Company, and less any distributions to or withdrawals made by or attributed to it from the Company.

Section 12.    Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 13.    Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 14.    Managers. The Member may, from time to time, designate one or more individuals to be managers of the Company, with such titles as the Member may assign to such individuals. The initial managers of the Company will be a Chief Manager and a Secretary, as more specifically provided below. Managers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any manager may resign as such at any time by providing written notice to the Company. Any manager may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any manager position of the Company may be filled by the Member. The managers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 15.    Chief Manager. The Chief Manager will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the Chief Manager will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 16.    Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 17.    Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 17 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 17 or otherwise.

Section 18.    Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 19.    Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 20.    Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 21.    Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 22.    Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SMBISS T, LLC
By:	/s/ Kenneth C. Mitchell
Name:		Kenneth C. Mitchell
Its:	Vice President

MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:	/s/ Kenneth C. Mitchell
Name:		Kenneth C. Mitchell
Its:	Vice President

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EX-3.153

Exhibit 3.153

ARTICLES OF
INCORPORATION

OF

SURGICARE OF DELAND, INC.

The undersigned subscriber to these Articles of Incorporation hereby forms a corporation (hereinafter called the “Corporation”) for profit under the laws of the State of Florida.

ARTICLE I: NAME

The name of the Corporation is “Surgicare of DeLand, Inc.”

ARTICLE II: PURPOSE

The general nature of the business to be transacted by this Corporation is to engage in any activity or business permitted under the laws of the United States and the State of Florida.

ARTICLE III: TERM OF EXISTENCE

The period of duration of the Corporation is perpetual.

ARTICLE IV: CAPITOL STOCK

The Corporation shall have the authority to issue 1,000 shares of common stock, $1.00 par value (“Common Stock”). Each share of Common Stock shall have identical rights and privileges in every respect.

ARTICLE V: INITIAL OFFICE AND AGENT

The post office address of the initial registered office of the Corporation is 1525 S. Andrews Ave., Suite 216, Fort Lauderdale, FL 33316 and the name of its initial agent at such address is CorpAmerica, Inc. The principal place of business and mailing address shall be 13455 Noel Road, 20th Floor, Dallas, Texas 75240.

ARTICLE VI: FIRST BOARD OF DIRECTORS

The number of directors constituting the initial board of directors of the Corporation is one, and the name and address of the person who is to serve as the sole director until the first annual meeting of the shareholders and until his successor is elected and qualified is: Jonathan R. Bond, 13455 Noel Rd., 20th Floor, Dallas, TX 75240.

ARTICLE VII: INDEMNIFICATION

The Corporation shall indemnify any person who (i) is or was a director, officer, employee or agent of the Corporation or (ii) while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, joint venturer, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent that a corporation may or is required to grant indemnification to a director under the laws of the State of Florida. The Corporation may indemnify any person to such further extent as permitted by law.

ARTICLE VIII: INCORPORATOR

The name and address of the subscriber to these Articles of Incorporation is: Alex Bennett. 13455 Noel Road, 20th Floor, Dallas, TX 75240.

IN WITNESS WHEREOF, the undersigned has executed these Articles this 8th day of June, 1994.

/s/ Alex Bennett

Alex Bennett

State of Texas))
County of Dallas))

I hereby certify that before me, the undersigned authority, this date personally appeared Alex Bennett, to me known to be the person described as the subscriber and who executed the foregoing Articles of Incorporation and acknowledged before me that she subscribed to said Articles of Incorporation. Witness my hand and official seal this 8th day of June , 1994.

/s/ Lynne Duval

Notary Public in and for
The State of Texas

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EX-3.154

Exhibit 3.154

Adopted August 25, 1998

BY-LAWS
OF
SURGICARE OF DELAND, INC.

ARTICLE I

OFFICES

The principal office of the Corporation in the State of Florida shall be located in the City of Tallahassee. The Corporation may have such other offices, either within or without the State of Florida as the business of the Corporation may require from time to time.

The registered office of the corporation may be, but need not be, identical with the principal office in the State of Florida and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

SECTION 1.ANNUAL MEETING. The annual meeting of shareholders shall be held in the month of June or such other date as designated by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a Saturday, Sunday or legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the election shall be held at a special meeting of the shareholders to be held as soon thereafter as may be convenient.

SECTION 2.SPECIAL MEETINGS. Special meetings of the shareholders may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Directors or by the holders of not less than one-fifth of all the outstanding shares of the Corporation.

SECTION 3.PLACE OF MEETING. The annual meeting, or any special meeting called by the Board of Directors, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all shareholders, may designate any place, either within or without the State of Florida, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Corporation in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

SECTION 4.NOTICE OF MEETINGS. Written or printed notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than forty (40) days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing directors shall be delivered not less than twenty (20) days before the date of the meeting.

SECTION 5.MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the State of Florida, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

SECTION 6.QUORUM. A majority of the outstanding shares of the Corporation, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders; provided, that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.

SECTION 7.PROXIES. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy, and such proxy may be withdrawn at any time.

SECTION 8.VOTING OF SHARES. Subject to the provisions of Section 10, each outstanding share of common stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

SECTION 9.VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another Corporation, domestic or foreign, may be voted by such officer, agent or proxy as the By-laws of such Corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such Corporation may determine.

SECTION 10.VOTING. In all elections of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, for as many persons as there are directors to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Incorporation or except as required by applicable state law.

SECTION 11.INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

DIRECTORS

SECTION 1.GENERAL POWERS. The business and affairs of the Corporation shall be managed by its Board of Directors.

SECTION 2.NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the Corporation shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this By-law by the shareholders. Each director shall hold office for the term of which he is elected or until his successor shall have been elected and qualifies for the office, whichever period is longer. Directors need not be residents of Florida nor need they be the holder of any shares of the capital stock of the Corporation.

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SECTION 2.1.COMMITTEES OF THE BOARD. The Board of Directors may from time to time appoint such standing or special committees as it may deem for the best interest of the Corporation, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Directors.

SECTION 3.MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this By-law, immediately after, and at the same place, as the annual meeting of shareholders. Additional regular meetings of the Board of Directors may be held at any time and place designated by them. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board or a majority of the directors. Special meetings shall be held, unless otherwise designated by the Board of Directors, in Nashville, Tennessee. Meetings may be held by the directors participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the laws of the State of Florida authorize or permit directors to act other than at a meeting including but not limited to acting through unanimous written consents, then such actions shall be as effective as if taken by the directors at a meeting.

SECTION 4.NOTICE. Notice of any special meeting shall be given at least two (2) hours previously thereto by written notice delivered personally or mailed to each director at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 5.QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 6.MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 7.VACANCIES. Any vacancy occurring in the Board of Directors or in a directorship to be filled by reason of an increase in the number of directors, may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

SECTION 8.RESIGNATION OF DIRECTORS. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board or the President. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Board of Directors or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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SECTION 9.REMOVAL OF DIRECTORS. At any special meeting of the stockholders, duly called as provided in these By-laws, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote for the election of directors, be removed from office, either with or without cause. At such meeting a successor or successors may be elected by a majority of the votes cast.

SECTION 10.COMPENSATION. Directors, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

SECTION 1.CLASSES. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as may be elected or appointed in accordance with the provisions of Sections 2 or 4 of this article.

SECTION 2.ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4.VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5.CHAIRMAN OF THE BOARD. If there is a Chairman of the Board, he shall be the Chief Executive Officer of the Corporation and shall be elected from among the members of the Board of Directors. Subject to the direction of the Board of Directors, he shall have general charge of the business affairs and property of the Corporation and general supervision over its officers and agents. If present, he shall preside at all meetings of stockholders and he shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign, with any other officer thereunto duly authorized certificates of stock of the Corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature), and may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent. From time to time, he shall report to the Board of Directors all matters within his knowledge which the interests of the corporation may require to be brought to their attention. He shall also

4

perform such other duties as are given to him by these By-laws or as from time to time may be assigned to him by the Board of Directors.

SECTION 6.PRESIDENT. If there is no Chairman of the Board, the President shall have all the powers, duties and responsibilities designated in Section 5 of this article as belonging to the Chairman of the Board and shall be elected from among the members of the Board of Directors. If there is a Chairman of the Board, the President shall be an executive officer of the Corporation and, subject to the direction of the Board of Directors and the Chairman of the Board, he shall have supervision of the business of the Corporation and its other officers and agents. In the absence of the Chairman of the Board he shall preside at meetings of the stockholders and of the Board of Directors. He may sign, with any other officer thereunto duly authorized, certificates of stock of the Corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature), and may sign and execute in the name of the Corporation, deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent. From time to time, he shall report to the Board of Directors all matters within his knowledge which the interests of the Corporation may require to be brought to their attention. He shall also perform such other duties as are given to him by these By-laws, or from time to time may be assigned to him by the Board of Directors.

SECTION 7.VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by these By-laws or as from time to time may be assigned to them by the Board of Directors, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Directors may from time to time determine, shall, in the absence of the President, have all the powers of and be subject to all restrictions upon the President, and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

SECTION 8.SECRETARY. The Secretary shall:

(a) Record all the proceedings of the meetings of the stockholders, the Board of Directors, and any committees in a book or books to be kept for that purpose;

(b) Cause all notices to be duly given in accordance with the provisions of these By-laws and as required by statutes;

(c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Directors, furnish the Chairman of such committee with a copy of such resolution;

(d) Be custodian of the records and of the seal of the Corporation, and cause such seal to be affixed to all certificates representing stock of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized;

(e) See that the lists, books, reports, statements, certificates and other documents and records required by statute are properly kept and filed;

(f) Have charge of the stock and transfer books of the Corporation and exhibit such stock book at all reasonable times to such persons as are entitled by statute to have access thereto;

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(g) Sign (unless the Treasurer or an Assistant Secretary or an Assistant Treasurer shall sign) certificates representing stock of the Corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature); and

(h) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by these By-laws or as from time to time may be assigned to him by the Board of Directors, the Chairman of the Board or the President.

SECTION 9.ASSISTANT SECRETARIES. At the request of the Secretary or in his absence or disability, the Assistant Secretary designated by him (or in the absence of such designation, the Assistant Secretary designated by the Board of Directors or the Chairman of the Board or the President) shall perform all the duties of the Secretary, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Secretary. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the Chairman of the Board, the President or the Secretary.

SECTION 10.TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of these By-laws; (b) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, the Chairman of the Board or the President.

SECTION 11.ASSISTANT TREASURERS. At the request of the Treasurer or in his absence or disability, the Assistant Treasurer designated by him (or in the absence of such designation, the Assistant Treasurer designated by the Board of Directors or the Chairman of the Board or the President) shall perform all the duties of the Treasurer, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Treasurer. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1.CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

SECTION 2.LOANS. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3.CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation

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shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4.DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1.CERTIFICATES FOR SHARES. Certificates representing shares of the Corporation shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the President or Vice President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation. All certificates for shares shall be consecutively numbered. The name of the person owning the shares represented thereby with the number of shares and date of issue shall be entered on the books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

SECTION 2.TRANSFERS OF SHARES. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December of each year, but may be changed by resolution of the Board of Directors.

ARTICLE VIII

DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX

SEAL

The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and other appropriate wording.

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ARTICLE X

WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given under the provisions of these By-laws, or under the provisions of the Articles of Incorporation, or under the provisions of the Corporation Laws of the State of Florida, waiver thereof in writing, signed by the person, or persons, entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such decreased officers or directors.

ARTICLE XII

AMENDMENTS

The shareholders may alter, amend or rescind the By-laws at any annual or special meeting of shareholders at which a quorum is present, by the vote of a majority of the stock represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Directors shall have the power and authority to alter, amend or rescind By-laws of the Corporation at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change such action of the directors.

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EX-3.155

Exhibit 3.155

STATE OF TENNESSEE

CHARTER

OF

AMBULATORY RESOURCE CENTRES, INC.

The undersigned natural person, having capacity to contract, and acting as the Incorporator of a corporation under the Tennessee Business Corporation Act, adopts the following Charter for such Corporation:

I.

The name of the corporation is: Ambulatory Resource Centres, Inc.

II.

The corporation is authorized to issue ten thousand shares of common stock (10,000) with No Par Value.

III.

The corporation’s initial registered office is:

7100 Executive Center Drive
Mooreland House, Suite 100
P. 0. Box 1025
Brentwood, (Williamson County) Tennessee 37027

and its initial registered agent at such office is:

Susan S. Weiss, Attorney at Law.

IV.

The Incorporator of the corporation is:

Susan S. Weiss
Attorney at Law
7100 Executive Center Drive
Mooreland House, Suite 100
P. O. Box 1025
Brentwood, (Williamson County) Tennessee 37027

V.

The principal office of the corporation is:

4400 Harding Road
Suite 204
Nashville, (Davidson County) Tennessee 37205

VI.

The corporation is for profit.

VII.

The purpose or purposes for which the corporation is organized are:

To engage in any lawful act or activity for which a corporation may be organized under the Tennessee Business Corporation Act.

VIII.

The stockholders and Board of Directors may take, without a meeting, on written consent, any action which they are required or permitted to take by the Charter, By-Laws or Statutes.

IX.

The personal liability of a director for monetary damages for breach of fiduciary duty shall be limited to those exceptions noted at Tennessee Code annotated Section 48-12-102(b)(3) and any further aforementioned section.

X.

Stockholders shall have preemptive rights.

DATED: August 9, 1995
	/s/ Susan S. Weiss
	Susan S. Weiss Incorporator

AMENDED AND RESTATED CHARTER

OF

AMBULATORY RESOURCE CENTRES, INC.

Pursuant to the provisions of Section 48-20-107 of the Tennessee Business Corporation Act, the undersigned corporation (the “Corporation”) hereby amends and restates its Charter to supersede the original Charter and any and all prior amendments thereto as follows:

I.A.The name of the Corporation is: Ambulatory Resource Centres, Inc.

B.The name and address of the incorporator of the Corporation is as follows:

Susan S. Weiss, Esq.
7100 Executive Center Drive
Mooreland House, Suite 100
Brentwood (Williamson County), Tennessee 37027

II.The text of the amendment and restatement of the Corporation’s Charter is as follows:

1.The name of the Corporation is Ambulatory Resource Centres, Inc.

2.The Corporation is organized for profit

3.The street address of the Corporation’s principal officers is

4400 Harding Road, Suite 204
Nashville, Tennessee 37205
Davidson County

4.(a)The name of the Corporation’s registered agent is Michael Gould, who is a resident of the State of Tennessee

(b)The street address of the Corporation’s registered office in the State of Tennessee

4400 Harding Road, Suite 204
Nashville, Tennessee 37205
Davidson County

5.The number of shares of capital stock the Corporation is authorized to issue is one million one hundred forty two thousand eight hundred fifty seven (1,142,857) shares of common stock, no par value.

6.To the fullest extent permitted by the Tennessee Business Corporation Act as in effect on the date hereof and as hereafter amended from time to time a present or future director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director of the Corporation. If the Tennessee Business Corporation Act or any successor statute is amended after adoption of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended from time to time. Any repeal or

modification of this Paragraph 6 by the shareholders of the Corporation shall not affect any right or protection of a director of the Corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time.

7.With respect to claims or liabilities arising out of service as a director or officer the Corporation, the Corporation shall indemnify and advance expenses to each present and future director or officer to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended.

8.The purpose for which the Corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the Tennessee Business Corporation Act.

9.The shareholders and the board of directors of the Corporation may take, without a meeting, on written consent, any action which they are required or permitted to take by the Corporation’s Charter and By-Laws of the Tennessee Business Corporation Act.

10.The shareholders of the Corporation shall not have preemptive rights.

III.      By unanimous written consent of the board of directors of the Corporation, the Amended and Restated Charter of Ambulatory Resource Centres, Inc. as set forth above was duly presented to the shareholders of the Corporation for their approval by written consent adopted by such shareholders and was approved by the board of directors, effective as of April 28, 1997.

IV.      This certificate which will constitute an amendment to and restatement of the Charter, is to be effective when filed with the Secretary of State.

Dated: May 22, 1997

AMBULATORY RESOURCE CENTRES, INC.
By:	/s/ Maxwell Lauderdale
	Name:	Maxwell Lauderdale
	Title:	Chief Executive Officer

SECOND AMENDED AND RESTATED CHARTER

OF

AMBULATORY RESOURCE CENTRES, INC.

Pursuant to the provisions of Section 48-20-107 of the Tennessee Business Corporation Act, the undersigned corporation (the “Corporation”) hereby amends and restates its Charter to supersede the original Charter and any and all prior amendments thereto as follows:

I.The name of the Corporation is Ambulatory Resource Centres, Inc.

II.The text of the amendment and restatement of the Corporation’s Charter is as follows:

1.The name of the Corporation is Ambulatory Resource Centres, Inc.

2.The Corporation is organized for profit.

3.The street address of the Corporation’s principal office is:

20 Burton Hills Boulevard III, Suite 100
Nashville, Tennessee 37215
Davidson County

4.(a)The name of the Corporation’s registered agent is James H. Spalding, who is a resident of the State of Tennessee

(b)The street address of the Corporation’s registered office in the State of Tennessee is

20 Burton Hills Boulevard III, Suite 100
Nashville, Tennessee 37215
Davidson County

5.The number of shares of capital stock the Corporation is authorized to issue is ten million (10,000,000) shares of common stock, no par value.

6.To the fullest extent permitted by the Tennessee Business Corporation Act as in effect on the date hereof and as hereafter amended from time to time, a present or future director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director of the Corporation. If the Tennessee Business Corporation Act or any successor statute is amended after adoption of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended from time to time. Any repeal or modification of this Paragraph 6 by the shareholders of the Corporation shall not affect any right or protection of a director of the

Corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time.

7.With respect to claims or liabilities arising out of service as a director or officer of the Corporation, the Corporation shall indemnify and advance expenses to each present and future director or officer to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended.

8.The purpose for which the Corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the Tennessee Business Corporation Act.

9.The shareholders and the board of directors of the Corporation may take, without a meeting, by written consent, any action which they are required or permitted to take by the Corporation’s Charter and By-Laws or the Tennessee Business Corporation Act.

10.The shareholders of the Corporation shall not have preemptive rights.

III.By unanimous written consent of the board of directors of the Corporation, the Amended and Restated Charter of Ambulatory Resource Centres, Inc. as set forth above was duly presented to the shareholders of the Corporation for their approval by written consent, was adopted by such shareholders and was approved by the board of directors effective as of December 30, 1997.

IV.This certificate, which will constitute amendment to and restatement of the Charter, is to be effective when filed with the Secretary of State.

Dated: December 2, 1997

AMBULATORY RESOURCE CENTRES, INC.
By:	/s/ Jerry M. Eyler
	Jerry M. Eyler Chief Financial Officer

THIRD AMENDED AND RESTATED CHARTER
OF
AMBULATORY RESOURCE CENTRES, INC.

Pursuant to the provisions of Section 48-20-107 of the Tennessee Business Corporation Act, the undersigned corporation (the “Corporation”) hereby amends and restates its Charter to supersede the original Charter and any and all amendments thereto as follows:

I. The name of the Corporation is Ambulatory Resource Centres, Inc.

II. The text of the amendment and restatement of the Corporation’s Charter is as follows:

1. The name of the Corporation is Ambulatory Resource Centres, Inc.

2. The Corporation is organized for profit.

3. The street address of the Corporation’s principal office is:

20 Burton Hills Boulevard III, Suite 100
Nashville, Tennessee 37215
Davidson County

4. (a) The name of the Corporation registered agent is James H. Spalding, who is a resident of the State of Tennessee.

    (b) The street address of the Corporation’s registered office in the State of Tennessee is

20 Burton Hills Boulevard III, Suite 100
Nashville, Tennessee 37215
Davidson County

5. The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 11,000,000 shares, of which 10,000,000 shares shall be Common Stock, no par value (the “Common Stock”) and 1,000,000 shares shall be Class A Common Stock, no par value (the “Class A Common Stock”). All shares of Common Stock and Class A Common Stock will be identical and will entitle the holders thereof to the same rights and privileges, except as otherwise provided herein.

A. VOTING RIGHTS.

1.     Common Stock. Except as set forth herein or as otherwise required by law, each outstanding share of Common Stock shall be entitled to vote on each matter on which the shareholders of the Corporation shall be entitled to vote, and

each holder of Common Stock shall be entitled to one vote for each share of such stock field by such holder.

2.     Class A Common Stock. Except as set forth herein or as otherwise required by law, each outstanding share of Class A Common Stock shall not be entitled to vote on any matter on which the shareholders of the Corporation shall be entitled to vote, and shares of Class A Common Stock shall not be included in determining the number of shares voting or entitled to vote on any such matters. On any matter on which the holders of shares of Common Stock and the holders of shares of Class A Common Stock are entitled to vote, except as otherwise required by law, all classes of Common Stock entitled to vote shall vote together as a single class, and each holder of shares of Class A Common Stock entitled to vote shall be entitled to one vote for each share of such stock held by such holder; provided that, notwithstanding the foregoing, holders of shares of the Class A Common Stock shall be entitled to vote as a separate class on any amendment to this paragraph (2) of this Section A and on any amendment, repeal or modification of any provision of this Amended and Restated Charter that adversely affects the powers, preferences or special rights of holders of the Class A Common Stock.

B.     CONVERSION.

1.     Conversion of Class A Common Stock. Subject to and upon compliance with the provisions of this Section 4, each record holder of Class A Common Stock shall be entitled at any time and from time to time after a Qualifying Event, to convert any and all of the shares such holders of Class A Common Stock into the same number of shares of Common Stock.

2.     Conversion Procedure. Each conversion of shares of Class A Common Stock of the Corporation into shares of Common Stock of the Corporation shall be effected by the surrender of the certificate or certificates representing the shares of Class A Common Stock to be converted (the “Converting Shares”) at the principal office of the Corporation for such other office or agency of the Corporation as the Corporation may designate by written notice to the holders of Common Stock) at any time during its usual business hours, together with written notice by the holder of such Converting Shares, or a stated number of the Shares represented by such certificate or certificates, into an equal number of shares of Common Stock (the “Converted Shares”). Such notice shall also state the name or names (with addresses) and denominations in which the certificate or certificates for Converted Shares are to be issued and shall include instructions for the delivery thereof. Promptly after such surrender and the receipt of such written notice, the Corporation will issue and deliver in accordance with the surrendering holder’s instructions the certificate or certificates evidencing the Converted Shares issuable upon such conversion, and the Corporation will deliver to the converting holder a certificate (which shall contain such legends as were set forth on the surrendered certificate or certificates) representing any shares which were represented by the certificate or

2

certificates that were delivered to the Corporation in connection with such conversion, but which were not converted. Such conversion, to the extent permitted by law, shall be deemed to have been effected as of the close of business on the date on which such certificate or certificates shall have been surrendered and such notice shall have been received by the Corporation, and at such time the rights of the holder of the Converting Shares as such holder shall cease and the person or persons in whose name or names the certificate or certificates for the Converted Shares are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the Converted Shares. Upon issuance of shares in accordance with this Section B, such Converted Shares shall be deemed to be duly authorized, validly issued, fully paid and non-assessable.

3.     Stock Splits, Adjustments. If the Corporation shall in any manner subdivide (by stock split, stock dividend or otherwise) or combine (by reverse stock split or otherwise) the outstanding shares of the Common Stock, then the outstanding shares of Class A Common Stock shall be divided or combined, as the case may be, to the same extent, share and share alike, and effective provision shall be made for the protection of the conversion rights hereunder.

In case of any reorganization, reclassification or change of shares of the Common Stock (other than a change in par value or from no par value to par value as a result of a subdivision or combination). or in case of any consolidation of the Corporation with another corporation or a merger of the Corporation with another corporation (other than a consolidation or merger in which the Corporation is the resulting or surviving corporation and which does not result in any reclassification or exchange of outstanding shares of Common Stock), each holder of a share of Class A Common Stock shall have the right at any time thereafter, so long as the conversion right hereunder with respect to such share would exist had such event not occurred, to convert such share into the kind and amount of shares of stock and other securities and properties (including cash) receivable upon such reorganization, reclassification, change, consolidation or merger by a holder of a the number of shares of Common Stock into which such shares of Class A Common Stock might have been converted immediately prior to such reorganization, reclassification, change, consolidation or merger. In the event of such a reorganization, reclassification, change, consolidation or merger, effective provision shall be made in the certificate of incorporation of the resulting or surviving corporation or otherwise for the protection of the conversion rights of the shares of Class A Common Stock that shall be applicable, as nearly as reasonably may be, to any such other shares of stock and other securities and property or of shares of Common Stock into which such Class A Common Stock might have been converted immediately prior to such event.

4.     Reservation of Shares. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock or its treasury shares, solely for the purpose of issuance upon the conversion of shares of

3

Class A Common Stock, such number of shares of such Common Stock as are then issuable upon the conversion of all outstanding shares of Class A Common Stock.

Shares of Class A Common Stock that are converted into shares of Common Stock shall not be reissued.

5.     No Charge. The issuance of certificates for shares of Common Stock upon conversion of shares of Class A Common Stock shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Common Stock; provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Class A Common Stock converted.

6.     Qualifying Event. As used in this Section B, the term “Qualifying Event” shall mean, with respect to each share of Class A Common Stock outstanding, the first to occur of the following two events: (i) the expiration of two years after the date of issuance of such share of Class A Common Stock, and (ii) the filing by the Corporation of a registration statement with the Securities and Exchange Commission for an underwritten public offering and sale of the Common Stock (other than a registration statement or any other form for a limited purpose, or any registration statement covering only securities proposed exchange for securities or assets of another corporation).

6.     To the fullest extent permitted by the Tennessee Business Corporation Act as in effect on the date hereof and as hereafter amended from time to time, a present or future director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director of the Corporation. If the Tennessee Business Corporation Act or any successor statute is amended after adoption of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended from time to time. Any repeal or modification of this Paragraph 6 by the shareholders of the Corporation shall not affect any right or protection of a director of the Corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time.

7.     With respect to claims or liabilities arising out of service as a director or officer of the Corporation, the Corporation shall indemnify and advance expenses to each present and future director or officer to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended.

8.     The purpose for which the Corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the Tennessee Business Corporation Act.

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9.     The shareholders and the board of directors of the Corporation may take, without a meeting, by written consent, any action which they are required or permitted to take by the Corporation’s Charter and By-Laws or the Tennessee Business Corporation Act.

10.     The shareholders of the Corporation shall not have preemptive rights.

III.     By action of the board of directors of the Corporation at a meeting duly called, the Amended and Restated Charter of Ambulatory Resource Centres Inc. as set forth above was duly presented to the shareholders of the Corporation for their approval at a meeting of the shareholders duly called, and was adopted by such shareholders, effective as of January 12, 1998.

IV.This certificate, which will constitute an amendment to and restatement of the Charter, is to be effective when filed with the Secretary of State.

Dated: January 13, 1998

AMBULATORY RESOURCE CENTRES, INC.
By:	/s/ Jerry M. Eyler
	Jerry M. Eyler
	Chief Financial Officer

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ARTICLES OF MERGER

MERGING

UniPhy Acquisition Sub. Inc.
(a Tennessee corporation)

WITH AND INTO

Ambulatory Resource Centres, Inc.
(a Tennessee corporation)

Pursuant to Section 48-21-107 of the Tennessee Business Corporation Act. Ambulatory Resource Centres, Inc., a Tennessee corporation (“Surviving Corporation”), and UniPhy Acquisition Sub. Inc. a Tennessee corporation (“Merging Corporation”), hereby adopt the following Articles of Merger:

1.         The Plan of Merger, attached hereto as Exhibit A and incorporated herein by reference, by and among Surviving Corporation, Merging Corporation and UniPhy Healthcare Inc. a Tennessee corporation, has been authorized, approved and adopted by each Surviving Corporation and Merging Corporation in accordance with the provisions of Sections 48-21-101 and 48-21-107 of the Tennessee Business Corporation Act.

The Plan of Merger was adopted by the Board of Directors of Surviving Corporation June 2, 1999, and was duly approved June 24, 1999 by the affirmative vote of the required percentage of all the votes entitled to be cast on the Agreement and Plan of Merger by the shareholders of Surviving Corporation entitled to vote thereon in accordance with the laws of the State of Tennessee and the Agreement and Plan of Merger in as duly approved by the Board of Directors of Merging Corporation on June 2, 1999, and was duly approved on June 24, 1999 by the affirmative vote of the required percentage of all the votes entitled to be cast on the Agreement and Plan of Merger by the shareholders of Merging Corporation entitled to vote thereon in accordance with the laws of the State of Tennessee.

3.         The Plan of Merger and the performance of the transactions contemplated thereby were duly authorized by all action required by the laws of Tennessee and by the Charters of both Surviving Corporation and Merging Corporation.

4.         The Plan of Merger shall be effective upon the filing of these Articles of Merger with the Secretary of State of the State of Tennessee (the “Effective Time”).

5.         At the Effective Time, Merging Corporation shall be merged with and int. Surviving Corporation and shall cease to exist as a separate corporation pursuant to Section 48-21-108 of the Tennessee Business Corporation Act.

IN WITNESS WHEREOF, each of the undersigned corporations has duly caused these Articles of Merger to be executed by their respective duly authorized officers as of this 26th day of June, 1999.

UNIPHY ACQUISITION SUB, INC.

/s/ Richard E. Francis, Jr.

By: Richard E. Francis, Jr.

Its: President

AMBULATORY RESOURCE CENTRES, INC.

/s/ William V.B. Webb

By: William V.B. Webb

Its: President

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Exhibit A

PLAN OF MERGER

WHEREAS, UniPhy Acquisition Sub. Inc. is a corporation duly organized and validly existing under the laws of the State of Tennessee (the “Merging Corporation”);

WHEREAS, Ambulatory Resource Centres, Inc. is a corporation duly organized and validly existing under the laws of the State of Tennessee (the “Surviving Corporation”);

WHEREAS, the Boards of Directors of the Surviving Corporation and the Merging Corporation have each determined that it is advisable that the Merging Corporation merge with and into Surviving Corporation upon the terms and conditions herein provided (the “Merger”); and

WHEREAS, the Boards of Directors of the Surviving Corporation and the Merging Corporation have approved an Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 8, 1999, among the Surviving Corporation, the Merging Corporation and UniPhy Healthcare, Inc., a Tennessee corporation and the sole shareholder of the Merging Corporation (“UniPhy”);

NOW, THEREFORE, the Surviving Corporation and the Merging Corporation hereby agree to merge into a single corporation as follows:

FIRST: The Merging Corporation shall submit this Plan of Merger to its shareholders for their approval pursuant to the applicable provisions of the Tennessee Business Corporation Act, as amended (the “TBCA”).

SECOND: Following the approval of this Plan of Merger by the shareholders of the Merging Corporation, and provided that this Plan of Merger has not been terminated by either the Surviving Corporation or the Merging Corporation, the Merging Corporation will cause the Articles of Merger and this Plan of Merger and any other required documents to executed and filed with the Secretary of State of the State of Tennessee pursuant to the applicable provisions of the TBCA, and shall cause a copy of the Articles of Merger, certified by the Secretary of State of the State of Tennessee, to be recorded in the Register’s Office in the appropriate counties in Tennessee.

THIRD: The Merger shall become effective upon the filing of the Articles of Merger with the Secretary of State of the State of Tennessee, such time being hereinafter referred to as the “Effective Time.”

FOURTH: Pursuant to and subject to the terms and conditions of this Plan of Merger the holders of shares of Common Stock, no par value per share of the Surviving Corporation (“Surviving Corporation Common Stock”) shall be entitled to receive the following:

(a) At the Effective Time, each of the shares of Surviving Corporation Common Stock issued and outstanding immediately prior to the Effective Time, other than treasury shares to be canceled and other than shares held by dissenting shareholders (the “Dissenting Shares”), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into 6.54 shares of the Common Stock of UniPhy, no par value per share (the “UniPhy Common Stock”). Each Dissenting Share shall be converted into the right to receive payment from the Surviving Corporation in accordance with the TBCA.

(b) On and after the Effective Time, all of the certificates outstanding immediately prior to the Effective Time theretofore representing shares of Surviving Corporation Common Stock (other than Dissenting Shares) shall be deemed for all purposes to evidence ownership of and to represent the shares of UniPhy Common Stock into which the shares of Surviving Corporation Common Stock theretofore represented thereby shall have been converted. Immediately after the Effective Time and upon surrender of certificates representing the Surviving Corporation Common Stock, UniPhy shall deliver to the Surviving Corporation’s shareholders certificates representing shares of UniPhy Common Stock. UniPhy will not pay any dividend or make any distribution of shares of UniPhy Common Stock (with a record date on or after the Effective Time) to any record holder of the Surviving Corporation Common Stock until the holder surrenders for exchange his or her certificates which represented the Surviving Corporation Common Stock. No fractional shares of UniPhy Common Stock will be issued. The Surviving Corporation’s shareholders otherwise entitled to receive a fractional share shall be entitled to receive one additional whole share of UniPhy Common Stock, in lieu of fractional shares.

FIFTH: As of the Effective Time, the Merging Corporation shall be merged with and into the Surviving Corporation on the terms and conditions hereinafter set forth as permitted by and in accordance with the TBCA. Thereupon, the separate existence of the Merging Corporation shall cease and the Merger shall have the effects set forth in TBCA.

SIXTH: The Charter of the Surviving Corporation in effect as of the Effective Time, but subject to change from time to time by the Board of Directors or the shareholders of the Surviving Corporation shall govern the Surviving Corporation.

SEVENTH: The Bylaws of the Surviving Corporation in effect as of the Effective Time, but subject to change from time to time by the Board of Directors or the shareholders of the Surviving Corporation shall govern the Surviving Corporation.

EIGHTH: This Plan of Merger may be amended by the Surviving Corporation, the Merging Corporation and UniPhy pursuant to a writing adopted by action taken by all of the parties at any time prior to the Effective Time provided that, after approval of the shareholders of the Surviving Corporation or UniPhy which shall occur first, no amendment may be made which would (a) alter or change the amount or kinds of consideration to be received by the holders of the Surviving Corporation Common Stock upon the consummation of the Merger, (b) alter or change any term of the Charter of the Surviving Corporation or UniPhy, or (c) alter or change any of the terms and conditions to the Merger Agreement if such alteration or change would adversely affect the holders of any class or series of securities of the Surviving Corporation or UniPhy. In addition, the Merger Agreement may be terminated and the Merger abandoned as provided in the Merger Agreement at any time prior to the Effective Time even though this Plan of Merger has been approved by the shareholders of the Merger Corporation.

Date: June 25, 1999

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ARTICLES OF AMENDMENT

OF

AMBULATORY RESOURCE CENTRES, INC.

To the Secretary of State of the State of Tennessee:

Pursuant to the provisions of Section 48-20-103 of the Tennessee Business Corporation Act, the undersigned corporation submits these Articles of Amendment to its Third Amended and Restated Charter as follows:

1.         The name of the corporation is Ambulatory Resource Centres, Inc. (the “Corporation”).

2.         Section II.1 of the Third Amended and Restated Charter is hereby amended and restated in its entirety to read as follows:

“The name of the Corporation is Symbion Ambulatory Resource Centres, Inc.”

3.         This Amendment was duly adopted by the sole shareholder and the board of directors of the Corporation on July 30 1999.

4.         This Amendment which will constitute an amendment to the Charter to be effective when filed with the Secretary of State.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed by William V.B. Webb, its President.

AMBULATORY RESOURCE CENTRES, INC.
By:	/s/ William V.B. Webb
	William V.B. Webb
	President

EX-3.156

Exhibit 3.156

AMENDMENT TO BYLAWS
OF
AMBULATORY RESOURCE CENTRES, INC.
EFFECTIVE JUNE 8, 1999

At a meeting of the Board of Directors of the Company held on June 8, 1999, the following resolution was approved by the Board, amending the Bylaws of the Company:

RESOLVED that, pursuant to Article X of the Corporation’s By-Laws, as amended hereby, clause (b) of the second paragraph of Article XI is hereby amended by deleting the word “five” and inserting in lieu thereof the word “three”.

/s/ James H. Spalding

James H. Spalding, Secretary

AMENDMENT TO BYLAWS
OF
AMBULATORY RESOURCE CENTRES, INC.
EFFECTIVE MAY 27, 1999

At a meeting of the Board of Directors of the Company held on May 25, 1999, the following resolution was approved by the Board, amending the Bylaws of the Company:

RESOLVED that, in accordance with the provisions of Section 3.2(a) of the Corporation’s By-Laws, as amended hereby, effective May 27, 1999 the number of Directors of the Corporation is decreased to a total of seven members.

/s/ James H. Spalding

James H. Spalding, Secretary

Amendment to Bylaws
Of
Ambulatory Resource Centres, Inc.
Effective January 12, 1998

At a meeting of the Board of Directors of the Company held on March 31, 1998, the following resolution was approved by the Board, amending the Bylaws of the Company:

RESOLVED, that pursuant to Article X of the Corporation’s By-laws, the first sentence of Section 3.2(a) of the By-Laws of the Corporation is hereby amended and restated as follows: “The Board of Directors shall consist of no fewer than one or more than eight members”.

/s/ James H. Spalding

James H. Spalding, Secretary

Amendment to Bylaws
Of
Ambulatory Resource Centres, Inc.
Effective December 9, 1997

At a meeting of the Board of Directors of the Company held on December 9, 1997, the following resolution was approved by the Board, amending the Bylaws of the Company:

RESOLVED, that Article V, Section 5.5 of the Bylaws of the Corporation be revised by adding the following paragraphs:

(j)        Chairman of the Board. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. Except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation that may be authorized by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

(k)       Vice Chairman of the Board. The Vice Chairman shall possess the same power and authority as, and perform the duties of, the Chairman of the Board of Directors in the absence of the Chairman or if such office be vacant, and may exercise such other powers as from time to time may be assigned to him by the Board of Directors.

/s/ James H. Spalding

James H. Spalding, Secretary

Amendment to Bylaws
Of
Ambulatory Resource Centres, Inc.
Effective May 27, 1997

By action of the Board of Directors of the Company taken on May 27, 1997 by written consent in lieu of a meeting, the following resolution was approved by the Board, amending the Bylaws of the Company:

RESOLVED, that in accordance with the provisions of Article X of the Corporation’s By-laws, Section 3.2(a) of the By-Laws of the Corporation is hereby amended and restated in its entirety as follows:

(a)       Number. The Board of Directors shall consist of no fewer than one or more than seven members. The exact number of directors, within the minimum and maximum, or the range for the size of the Board, or whether the size of the Board shall be fixed or variable-range may be fixed, changed or determined, from time to time by the Board of Directors.

/s/ James H. Spalding

James H. Spalding, Secretary

BYLAWS
OF
AMBULATORY RESOURCE CENTRES, INC.
(the “Corporation”)

ARTICLE I.
OFFICES

The Corporation may have such offices, either within or without the State of Tennessee, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II.
SHAREHOLDERS

2.1Annual Meeting. An annual meeting of the shareholders of the Corporation shall be held on such date as may be determined by the Board of Directors.  The business to be transacted at such meeting shall be the election of directors and such other business as shall be properly brought before the meeting.

2.2Special Meetings. A special meeting of shareholders shall be held on call of the Board of Directors or if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the Corporation’s Secretary one or more written demands for the meeting describing the purpose or purposes for which such special meeting is to be held. Only business within the purpose or purposes described in the meeting notice may be conducted at a special shareholders’ meeting.

2.3Place of Meetings. The Board of Directors may designate any place, either within or without the State of Tennessee, as the place of meeting for any annual meeting or for any special meeting. If no place is fixed by the Board of Directors, the meeting shall be held at the principal office of the Corporation.

2.4Notice of Meetings: Waiver.

(a)Notice. Notice of the date, time and place of each annual and special shareholders’ meeting and, in the case of a special meeting, a description of the purpose or purposes for which the meeting is called, shall be given no fewer than ten days nor more than two months before the date of the meeting.  Such notice shall comply with the requirements of Article XI of these Bylaws.

(b)Waiver. A shareholder may waive any notice required by law, the Charter or these Bylaws before or after the date and time stated in such notice. Except as provided in the next sentence, the waiver must be in writing, be signed by the shareholder entitled to the notice and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records.

A shareholder’s attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.5Record Date. The Board of Directors shall fix as the record date for the determination of shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or to take any other action, a date not more than 70 days before the meeting or action requiring a determination of shareholders. A record date fixed for a shareholders’ meeting is effective for any adjournment of such meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than four months after the date fixed for the original meeting.

2.6Shareholders’ List. After the record date for a meeting has been fixed, the Corporation shall prepare an alphabetical list of the names of all shareholders who are entitled to notice of a shareholders’ meeting. Such list will be arranged by voting group (and within each voting group by class or series of shares) and will show the address of and number of shares held by each shareholder. The shareholders’ list will be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his agent or attorney is entitled on written demand to inspect and, subject to the requirements of the Tennessee Business Corporation Act (the “Act”), to copy the list, during regular business hours and at his expense, during the period it is available for inspection.

2.7Voting Groups; Quorum; Adjournment. All shares entitled to vote and be counted together collectively on a matter at a meeting of shareholders shall be a “voting group.” Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter exists. Except as otherwise required by the Act or provided in the Charter, a majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. If a quorum of a voting group shall not be present or represented at any meeting, the shares entitled to vote thereat shall have power to adjourn the meeting to a different date, time or place without notice other than announcement at the meeting of the new time, date or place to which the meeting is adjourned. At any adjourned meeting at which a quorum of any voting group shall be present or represented, any business may be transacted by such voting group which might have been transacted at the meeting as originally called.

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2.8Voting of Shares. Unless otherwise provided by the Act or the Charter, each outstanding share is entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote. If a quorum exists, approval of action on a matter (other than the election of directors) by a voting group entitled to vote thereon is received if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Charter or the Act requires a greater number of affirmative votes. Unless otherwise provided in the Charter, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

2.9Proxies. A shareholder may vote his shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment either personally or by his attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless another period is expressly provided in the appointment form. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

2.10Acceptance of Shareholder Documents. If the name signed on a shareholder document (a vote, consent, waiver or proxy appointment) corresponds to the name of a shareholder, the Corporation, if acting in good faith, is entitled to accept such shareholder document and give it effect as the act of the shareholder. If the name signed on such shareholder document does not correspond to the name of a shareholder, the Corporation, if acting in good faith, is nevertheless entitled to accept such shareholder document and to give it effect as the act of the shareholder if:

(i)the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(ii)the name signed purports to be that of a fiduciary representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to such shareholder document;

(iii)the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation has been presented with respect to the shareholder document;

(iv)the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to such shareholder document; or

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(v)two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners, and the person signing appears to be acting on behalf of all the co-owners.

The Corporation is entitled to reject a shareholder document if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has a reasonable basis for doubt about the validity of the signature on such shareholder document or about the signatory’s authority to sign for the shareholder.

2.11Action Without Meeting. Action required or permitted by the Act to be taken at a shareholders’ meeting may be taken without a meeting. If all shareholders entitled to vote on the action consent to taking such action without a meeting, the affirmative vote of the number of shares that would be necessary to authorize or take such action at a meeting is the act of the shareholders. The action must be evidenced by one or more written consents describing the action taken, at least one of which is signed by each shareholder entitled to vote on the action in one or more counterparts, indicating such signing shareholder’s vote or abstention on the action and delivered to the Corporation for inclusion in the minutes or for filing with the corporate records. If the Act or the Charter requires that notice of a proposed action be given to nonvoting shareholders, and the action is to be taken by consent of the voting shareholders, then the Corporation shall give its nonvoting shareholders written notice of the proposed action at least ten days before such action is taken. Such notice shall contain or be accompanied by the same material that would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

2.12Presiding Officer and Secretary. Meetings of the shareholders shall be presided over by the President, or if the President is not present, by a chairman chosen by a majority of the shareholders entitled to vote at such meeting. The Secretary or, in his absence, an Assistant Secretary shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, a majority of the shareholders entitled to vote at such meeting shall choose any person present to act as secretary of the meeting.

ARTICLE III.
DIRECTORS

3.1Powers and Duties. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the Board of Directors.

3.2Number and Term.

(a)Number. The Board of Directors shall consist of no fewer than one or more than four members. The exact number of directors, within the minimum and maximum, or the range for the size of the Board, or whether the size of the Board shall be fixed or variable-range may be fixed, changed or determined from time to time by the Board of Directors.

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(b)Term. Directors shall be elected at the first annual shareholders’ meeting and at each annual meeting thereafter. The terms of the initial directors shall expire at the first shareholders’ meeting at which directors are elected. The terms of all other directors expire at the next annual shareholders’ meeting following their election. Despite the expiration of a director’s term, he shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of directors required.

3.3Meetings: Notice. The Board of Directors may hold regular and special meetings either within or without the State of Tennessee. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting

(a)Regular Meetings. Unless the Charter otherwise provides, regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting.

(b)Special Meetings. Special meetings of the Board of Directors may be called by the President or any two directors. Unless the Charter otherwise provides, special meetings must be preceded by at least 24 hours’ notice of the date, time and place of the meeting but need not describe the purpose of such meeting. Such notice shall comply with the requirements of Article XI of these Bylaws.

(c)Adjourned Meetings. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one month in any one adjournment.

(d)Waiver of Notice. A director may waive any required notice before or after the date and time stated in the notice. Except as provided in the next sentence, the waiver must be in writing, signed by the director and filed with the minutes or corporate records. A director’s attendance at or participation in a meeting waives any required notice to him of such meeting unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.4Quorum. Unless the Charter requires a greater number, a quorum of the Board of Directors consists of a majority of the fixed number of directors if the Corporation has a fixed board size or a majority of the number of directors prescribed, or if no number is prescribed, the

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number in office immediately before the meeting begins if the Corporation has a variable-range board.

3.5Voting. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors, unless the Charter or these Bylaws require the vote of a greater number of directors. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to such action unless:

(i)he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting;

(ii)his dissent or abstention from the action taken is entered in the minutes of the meeting; or

(iii)he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

3.6Action Without Meeting. Unless the Charter otherwise provides, any action required or permitted by the Act to be taken at a Board of Directors meeting may be taken without a meeting. If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the Board of Directors. Such action must be evidenced by one or more written consents describing the action taken, at least one of which is signed by each director, indicating the director’s vote or abstention on the action, which consents shall be included in the minutes or filed with the corporate records reflecting the action taken. Action taken by consent is effective when the last director signs the consent, unless the consent specifies a different effective date.

3.7Compensation. Directors and members of any committee created by the Board of Directors shall be entitled to such reasonable compensation for their services as directors and members of such committee as shall be fixed from time to time by the Board, and shall also be entitled to reimbursement for any reasonable expenses incurred in attending meetings of the Board or of any such committee meetings. Any director receiving such compensation shall not be barred from serving the Corporation in any other capacity and receiving reasonable compensation for such other services.

3.8Resignation. A director may resign at any time by delivering written notice to the Board of Directors, President or to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

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3.9Vacancies. Unless the Charter otherwise provides, if a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from the removal of a director with or without cause, either the shareholders or the Board of Directors may fill such vacancy. If the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill such vacancy by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group shall be entitled to vote to fill the vacancy if it is filled by the shareholders.

3.10Removal of Directors.

(a)By Shareholders. The shareholders may remove one or more directors with or without cause unless the Charter provides that directors may be removed only for cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him without cause. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

(b)By Directors. If so provided by the Charter, any of the directors may be removed for cause by the affirmative vote of a majority of the entire Board of Directors.

(c)General. A director may be removed by the shareholders or directors only at a meeting called for the purpose of removing him, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of directors.

ARTICLE IV.
COMMITTEES

Unless the Charter otherwise provides, the Board of Directors may create one or more committees, each consisting of one or more members. All members of committees of the Board of Directors which exercise powers of the Board of Directors must be members of the Board of Directors and serve at the pleasure of the Board of Directors. The creation of a committee and appointment of a member or members to it must be approved by the greater of (i) a majority of all directors in office when the action is taken or (ii) the number of directors required by the Charter or these Bylaws to take action. Unless otherwise provided in the Act, to the extent specified by the Board of Directors or in the Charter, each committee may exercise the authority of the Board of Directors. All such committees and their members shall be governed by the same statutory requirements regarding meetings, action without meetings, notice and waiver of notice, quorum and voting requirements as are applicable to the Board of Directors and its members.

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ARTICLE V.
OFFICERS

5.1Number. The officers of the Corporation shall be a President, a Secretary and such other officers as may be from time to time appointed by the Board of Directors. One person may simultaneously hold more than one office except the President may not simultaneously hold the office of Secretary.

5.2Appointment. The principal officers shall be appointed annually by the Board of Directors at the first meeting of the Board following the annual meeting of the shareholders, or as soon thereafter as is conveniently possible. Each officer shall serve at the pleasure of the Board of Directors and until his successor shall have been appointed, or until his death, resignation or removal.

5.3Resignation and Removal. An officer may resign at any time by delivering notice to the Corporation. Such resignation is effective when such notice is delivered unless such notice specifies a later effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer. The Board of Directors may remove any officer at any time with or without cause, but such removal shall not prejudice the contract rights, if any, of the person so removed.

5.4Vacancies. Any vacancy in an office from any cause may be filled for the unexpired portion of the term by the Board of Directors.

5.5Duties.

(a)President. The President shall have general supervision over the active management of the business of the Corporation. He shall preside at all meetings of the stockholders and directors. He shall see that all orders and resolutions of the Board of Directors are carried into effect, subject however, to the right of the Board of Directors to delegate to any other officer or employee any specific duties or powers, except such which by statute are exclusively conferred on the President. He shall sign certificates of stock. He shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation and shall perform such other duties as the Board of Directors may from time to time prescribe.

(b)Chief Executive Officer. The Chief Executive Officer shall have general supervision over the active management of the business of the Corporation. He shall preside at all meetings of the stockholders and directors, in the absence of the President, or if such office be vacant. He shall see that all orders and resolutions of the Board of Directors are carried into effect, subject however, to the right of the Board of Directors to delegate to any other officer or employee any specific duties or powers, except such which by statute are exclusively conferred on the President. He shall have the general powers and duties of supervision and management

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 usually vested in the office of the Chief Executive Officer of a corporation and shall perform such other duties as the Board of Directors may from time to time prescribe.

(c)Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and shall prepare and record all votes and all minutes of all such meetings in a book to be kept for that purpose; he shall perform like duties for any committee when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors when required, and unless directed otherwise by the Board of Directors, shall keep a stock record containing the names of all persons who are shareholders of the Corporation, showing their place of residence and the number of shares held by them respectively. The Secretary shall have the responsibility of authenticating records of the Corporation. The Secretary shall perform such other duties as may be prescribed from time to time by the Board of Directors.

(d)Treasurer. The Treasurer shall have the custody of the Corporation’s funds and securities, shall keep or cause to be kept full and accurate account of receipts and disbursements in books belonging to the Corporation, and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse or cause to be disbursed the funds of the Corporation as required in the ordinary course of business or as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors at the regular meetings of the Board, or whenever they may require it, an account of all of his transactions as Treasurer and of the financial condition of the Corporation. He shall perform such other duties as may be incident to his office or as prescribed from time to time by the Board of Directors. The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

(e)Chief Operating Officer. The Chief Operating Officer shall have general supervision over the active management of the business of the Corporation. He shall preside at all meetings of the stockholders and directors, in the absence of the President and the Chief Executive Officer, or if such offices be vacant. He shall see that all orders and resolutions of the Board of Directors are carried into effect, subject however, to the right of the Board of Directors to delegate to any other officer or employee any specific duties or powers, except such which by statute are exclusively conferred on the President. He shall have the general powers and duties of supervision and management usually vested in the office of the Chief Operating Officer of a corporation and shall perform such other duties as the Board of Directors may from time to time prescribe.

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(f)Regional President. Any Regional President shall have general supervision over the active management of the business of the Corporation in the region for which he is named president. He shall see that all orders and resolutions of the Board of Directors are carried into effect, subject however, to the right of the Board of Directors to delegate to any other officer or employee any specific duties or powers. He shall have the general powers and duties of supervision and management usually vested in the office of the President of a division of a corporation and shall perform such other duties as the Board of Directors may from time to time prescribe.

(g)Vice President. The Vice President or Vice Presidents (if any) shall be active executive officers of the Corporation, shall assist the President in the active management of the business and shall perform such other duties as the Board of Directors may from time to time prescribe.

(h)Other Officers. Other officers appointed by the Board of Directors shall exercise such powers and perform such duties as may be delegated to them.

(i)Delegation of Duties. In case of the absence or disability of any officer of the Corporation or of any person authorized to act in his place, the Board of Directors may from time to time delegate the powers and duties of such officer to any officer, or any director, or any other person whom it may select during such period of absence or disability.

5.6Indemnification, Advancement of Expenses and Insurance.

(a)Indemnification and Advancement of Expenses. The Corporation shall indemnify and advance expenses to each director and officer of the Corporation, or any person who may have served at the request of the Corporation’s Board of Directors or its Chief Executive Officer as a director or officer of another corporation (and, in either case, his heirs, executors and administrators), to the full extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted. The Corporation may indemnify and advance expenses to any employee or agent of the Corporation who is not a director or officer (and his heirs, executors and administrators) to the same extent as to a director or officer, if the Board of Directors determines that to do so is in the best interests of the Corporation.

(b)Non-Exclusivity of Rights. The indemnification and advancement of expenses provisions of subsection (a) of this Section 5.6 shall not be exclusive of any other right which any person (and his heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the Charter, provision of these Bylaws, resolution adopted by the shareholders, resolution adopted by the Board of Directors, agreement, insurance, purchased by the Corporation or otherwise, both as to action in his official capacity and as to action in another capacity.

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(c)Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any individual who is or was a director, officer, employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation’s Board of Directors or its Chief Executive Officer as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article or the Act.

ARTICLE VI.
SHARES OF STOCK

6.1Shares with or without Certificates. The Board of Directors may authorize that some or all of the shares of any or all of the Corporation’s classes or series of stock be evidenced by a certificate or certificates of stock. The Board of Directors may also authorize the issuance of some or all of the shares of any or all of the Corporation’s classes or series of stock without certificates. The rights and obligations of shareholders with the same class and/or series of stock shall be identical whether or not their shares are represented by certificates.

(a)Shares with Certificates. If the Board of Directors chooses to issue shares of stock evidenced by a certificate or certificates, each individual certificate shall include the following on its face: (i) the Corporation’s name, (ii) the fact that the Corporation is organized under the laws of the State of Tennessee, (iii) the name of the person to whom the certificate is issued, (iv) the number of shares represented thereby, (v) the class of shares and the designation of the series, if any, which the certificate represents and (vi) such other information as applicable law may require or as may be lawful.

If the Corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations determined for each series (and the authority of the Board of Directors to determine variations for future series) shall be summarized on the front or back of each certificate. Alternatively, each certificate shall state on its front or back that the Corporation will furnish the shareholder this information in writing, without charge, upon request.

Each certificate of stock issued by the Corporation shall be signed (either manually or by facsimile) by the President or a Vice President, and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer. If the person who signed a certificate no longer holds office when the certificate is issued, the certificate is nonetheless valid.

(b)Shares without Certificates. If the Board of Directors chooses to issue shares of stock without certificates, the Corporation, if required by the Act, shall, within a reasonable time after the issue or transfer of shares without certificates, send the shareholder a written

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statement of the information required on certificates by Section 6.1 (a) of these Bylaws and any other information required by the Act.

6.2Subscriptions for Shares. Subscriptions for shares of the Corporation shall be valid only if they are in writing. Unless the subscription agreement provides otherwise, subscriptions for shares, regardless of the time when they are made, shall be paid in full at such time, or in such installments and at such periods, as shall be determined by the Board of Directors. All calls for payment on subscriptions shall be uniform as to all shares of the same class or of the same series, unless the subscription agreement specifies otherwise.

6.3Transfers. Transfers of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by (i) the holder of record thereof, (ii) by his legal representative, who, upon request by the Corporation, shall furnish proper evidence of authority to transfer or (iii) his attorney, authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or a duly appointed transfer agent. Such transfers shall be made only upon surrender, if applicable, of the certificate or certificates for such shares properly endorsed and with all taxes thereon paid.

6.4Lost, Destroyed or Stolen Certificates. No certificate for shares of stock of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen except on production of evidence, satisfactory to the Board of Directors, of such loss, destruction or theft, and, if the Board of Directors so requires, upon the furnishing of an indemnity bond in such amount and with such terms and such surety as the Board of Directors may in its discretion require.

ARTICLE VII.
CORPORATE ACTIONS

7.1Contracts. Unless otherwise required by the Board of Directors, the President, the Chief Executive Officer, the Chief Operating Officer shall execute contracts or other instruments on behalf of and in the name of the Corporation. The Board of Directors may from time to time authorize any other officer, assistant officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation as it may deem appropriate, and such authority may be general or confined to specific instances.

7.2Loans. No loans shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name unless authorized by the President or the Board of Directors. Such authority may be general or confined to specific instances.

7.3Checks, Drafts, Etc. Unless otherwise required by the Board of Directors, all checks, drafts, bills of exchange and other negotiable instruments of the Corporation shall be signed by either the President, the Treasurer or such other officer, assistant officer or agent of the Corporation as may be authorized so to do by the Board of Directors. Such authority may be

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general or confined to specific business, and, if so directed by the Board, the signatures of two or more such officers may be required.

7.4Deposits. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board of Directors may authorize.

7.5Voting Securities Held by the Corporation. Unless otherwise required by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend any meeting of security holders, or to take action on written consent as a security holder, of other corporations in which the Corporation may hold securities. In connection therewith, the President shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation possesses. The Board of Directors may, from time to time, confer like powers upon any other person or persons.

7.6Dividends. The Board of Directors may, from time to time, declare, and the Corporation may pay, dividends on its outstanding shares of capital stock in the manner and upon the terms and conditions provided by applicable law. The record date for the determination of shareholders entitled to receive the payment of any dividend shall be determined by the Board of Directors, but which in any event shall not be less than ten (10) days prior to the date of such payment.

ARTICLE VIII.
FISCAL YEAR

The fiscal year of the Corporation shall be determined by the Board of Directors, and in the absence of such determination, shall be the calendar year.

ARTICLE IX.
CORPORATE SEAL

The Corporation shall not have a corporate seal.

ARTICLE X.
AMENDMENT OF BY-LAWS

These Bylaws may be altered, amended, repealed or restated, and new Bylaws may be adopted, at any meeting of the shareholders by the affirmative vote of a majority of the stock represented at such meeting, or by the affirmative vote of a majority of the members of the Board of Directors who are present at any regular or special meeting.

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ARTICLE XI.
NOTICE

Unless otherwise provided for in these Bylaws, any notice required shall be in writing except that oral notice is effective if it is reasonable under the circumstances and not prohibited by the Charter or these Bylaws. Notice may be communicated in person, by telephone, telegraph, teletype or other form of wire or wireless communication or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published or by radio, television or other form of public broadcast communication. Written notice to a domestic or foreign corporation authorized to transact business in Tennessee may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office as shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

Written notice to shareholders, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the shareholder’s address shown in the Corporation’s current record of shareholders. Except as provided above, written notice, if in a comprehensible form, is effective at the earliest of the following: (a) when received, (b) five days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (d) 20 days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. Oral notice is effective when communicated if communicated in a comprehensible manner.

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AMBULATORY RESOURCE CENTRES, INC.
CERTIFICATE OF SECRETARY

The undersigned attests that he is the duly elected Secretary of Ambulatory Resource Centres, Inc., a Tennessee corporation (the “Corporation”), and certifies that the attached hereto is a true and correct copy of the By-Laws of the Corporation, duly adopted by the Corporation’s Board of Directors as of March 1, 1996.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the first day of March, 1996.

/s/ B. Max Lauderdale

B. MAX LAUDERDALE, SECRETARY

EX-3.157

Exhibit 3.157

CHARTER

(For-Profit Corporation)

The undersigned acting as incorporator(s) of a for-profit corporation under the provisions of the Tennessee Business Corporation Act adopts the following Articles of Incorporation.

1.   The name of the corporation is

Symbion imaging, inc.

[NOTE: Pursuant To Tennessee Code Annotated § 48-14-101(a)(1). each corporation name must contain the words corporation, incorporated or company or the abbreviation corp., Inc., or co.]

2.   The number of shares of stock the corporation is authorized to issue is: 1000

3.The name and address of the corporation’s registered agent and office is:

Charles T Neal

3401 West End Ave Suite 120 Nashville Tennessee 37203

4.   The name and address of the incorporator is:

Patrick R. Rooney

3401 West End Avenue, Suite 120, Nashville, TN 37203

5.   The complete address of the corporation’s principal office is: 3401 West End Avenue, Suite 120, Nashville, TN 37203

6.   The corporation is for profit.

7.   Other provisions:

Please see attached Rider to these Articles

07/25/00	/s/ Patrick Rooney
Signature Date	Corporate’s Signature
	Patrick Rooney
	Name
SS-4417 (Rev 10/99)	RDA 1678

RIDER TO CHARTER OF
SYMBION IMAGING, INC.

1.             A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, and (c) under Section 48-18-304 of the Tennessee Business Corporation Act. If the Tennessee Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

2.             The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent Permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “Indemnitee”). The Company may, to the full extent of the law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorney’s fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for such expense (including attorney’s fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking Indemnification from the Corporation may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such Indemnitee (a) in any proceeding by the Corporation against such Indemnitee, (b) in the event the board of directors determines that indemnification is not available under the circumstances because the officer or director has not met the standard of conduct set forth in Section 48-19-502 of the Tennessee Business Corporation Act, or (c) if a judgment or other final adjudication adverse to the Indemnitee establishes his liability (x) for any breach of the duty of loyalty to the Corporation or its shareholders, (y) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (z) under Section 48-18-304 of the Tennessee Business Corporation Act.

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EX-3.158

Exhibit 3.158

BYLAWS

OF

SYMBION IMAGING, INC.

(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.Principal Office and Registered Agent.   The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2Other Offices.   The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1Place Of Meetings.   All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2Annual Meetings.   The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3Special Meetings.   Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a Special

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Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4Voting.   Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Tennessee.

Section 2.5List Of Stockholders.   The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6Quorum.   The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business maybe transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7Stock Ledger.   The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.8Action Without Meeting.   Unless otherwise provided in the Articles of Incorporation, any action required by the Tennessee Business Corporation Act to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or

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special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9Proceedings at Stockholders’ Meetings.   At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1Number And Term.   The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2Vacancies.   Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3Resignations.   Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 3.4Removal.   Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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Section 3.5Duties And Powers.   The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6Committees.   The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Tennessee Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7Meetings.   The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8Quorum.   A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaws. If at any

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meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9Compensation.   The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10Action Without Meeting.   Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11Meetings By Conference Telephone.   Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12Interested Directors.   No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

OFFICERS

Section 4.1Officers.   The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a Chief Operating Officer, Chief Development Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.Other Officers and Agents.   The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.Salaries.   The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.Tenure And Removal: Resignations.   The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.President.   The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

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Section 4.7Vice Presidents.   In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8Treasurer.   The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9Assistant Treasurer.   The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.10.Secretary.   The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer to

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affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11Assistant Secretary.   The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12Assistant Vice Presidents And Assistant Secretaries.   Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13Voting Securities Owned By The Corporation.   Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1Certificates Of Stock.   Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 5.2Classes And Series Of Stock.   If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3Lost Certificate.   A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4Transfer Of Shares.   The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5.5Stockholders’ Record Date.   In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6Registered Stockholders.   The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7Dividends.   Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8Transfer Agents And Registrars.   The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9Regulations.   The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

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Section 5.10Legends.   The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1Power To Indemnify In Actions, Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation.   Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2Power To Indemnify In Actions, Suits Or Proceedings By Or In The Right Of The Corporation.   Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

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Section 6.3Authorization Of Indemnification.   Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4Good Faith Defined.   For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5Indemnification By A Court.   Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

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Section 6.6Expenses Payable In Advance.   Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7Nonexclusivity Of Indemnification And Advancement Of Expenses.   The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or. pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8Insurance.   The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9Certain Definitions.   For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves

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services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10Survival Of Indemnification And Advancement Of Expenses.   The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11Limitation On Indemnification.   Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 6.12Indemnification Of Employees And Agents.   The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1Seal.   The Corporation shall have no seal.

Section 7.2Fiscal Year.   The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3Checks.   All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1Bylaw Amendments.   These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the stockholders

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at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2Entire Board Of Directors.   As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IX

NOTICES

Section 9.1Notices.   Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2Waivers Of Notice.   Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

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EX-3.159

Exhibit 3.159

CHARTER

OF

ARC MANAGEMENT SERVICE, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under the Tennessee Business Corporation Act, as amended, adopts the following charter for such corporation:

1.Name. The name of the Corporation is ARC Management Service, Inc.

2.Principal and Registered Offices. The address of the principal and registered offices of the Corporation in the State of Tennessee shall be 20 Burton Hills Boulevard, Suite 100, Nashville, Davidson County, Tennessee 37215.

3.Registered Agent. The name of the registered agent of the Corporation, located at the registered office set forth above, is James H. Spalding.

4.Nature of Corporation. The Corporation is for profit.

5.Incorporator. The name and address of the incorporator is James H. Spalding, 20 Burton Hills Boulevard, Suite 100, Nashville, Tennessee 37215.

6.Authorized Stock. The Corporation shall have authority, acting by its Board of Directors, to issue not more than one thousand (1,000) shares of common stock, no par value.

7.Indemnification. To the maximum extent permitted by law, subject to the limitations contained in this Paragraph 7, the Corporation shall indemnify an individual who is a party to a proceeding because such individual is or was a director or officer of the Corporation against any liability incurred in the proceeding and prior to the disposition thereof, advance the reasonable expenses incurred by such director or officer in connection with the proceeding, except that the Corporation shall not be required to indemnify or advance expenses to any director or officer for liability or expenses incurred in a proceeding initiated by or on behalf of such director or officer or to which such director or officer voluntarily becomes a party other than a suit to enforce indemnification rights. Furthermore, no indemnification under this Paragraph 7 shall be made if a judgment or other final adjudication adverse to the director or officer establishes his liability for (i) a breach of the director’s or officer’s duty of loyalty to the Corporation or its shareholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) any unlawful distributions

described in Section 48-18-304 of the Tennessee Business Corporation Act, as amended, (the “Act”). No indemnification shall be made by the Corporation for any amount paid in settlement without the Corporation’s prior written consent.

A director’s or officer’s rights to advancement of expenses are conditioned upon the director’s or officer’s furnishing the Corporation: (i) a written affirmation, personally signed by or on behalf of the director or officer of the good faith belief that he conducted himself in good faith and in the reasonable belief that his conduct was not opposed to the Corporation’s best interests and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) written opinion of counsel for the director or officer in the proceeding to the effect that based on facts known to such counsel, it is reasonably possible that the director or officer will not be found liable contrary to his affirmation, and (iii) a written undertaking (in the form of an unlimited general obligation of the director or officer, which need not be secured) personally signed by or on behalf of the director or officer to repay any advances, if a judgment or final adjudication adverse to the director or officer establishes his liability contrary to his affirmation.

A determination on behalf of the Corporation of whether a director or officer is entitled to indemnification or advancement of expenses under this Paragraph 7 shall be made by the board of directors or a committee thereof or by independent special legal counsel in accordance with the provisions of Section 48-18-506 of the Act. A director’s or officer’s rights to indemnification and advancement of expenses as provided in this Paragraph 7 are intended to be greater than those which are otherwise provided for in the Act notwithstanding a failure to meet the standard of conduct required for permissive indemnification under the Act, are contractual in nature between the Corporation and the director or officer, and are mandatory. A director’s or officer’s rights to indemnification and advancement of expenses under this Paragraph 7 shall not be exclusive of other rights to which a director or officer may be entitled under an insurance policy, the Act, a resolution of the shareholders or directors of the Corporation, or an agreement providing for indemnification. Any repeal or modification of the provisions of this Paragraph 7, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein existing in favor of particular individual at the time of such repeal or modification.

8.Limitation of Directorial Liability.

a.No person who is or was a director of this Corporation, nor his heirs, executors or administrators, shall be personally liable to this Corporation or its shareholders, and no such person may be sued by the Corporation or its shareholders, for monetary damages for breach of fiduciary duty as director; provided, however, that this provision shall not eliminate or limit the liability of any such party (i) for any breach of a director’s duty of loyalty to the Corporation or its shareholders; (ii) for acts act or omissions

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not in good faith or which involve intentional misconduct or knowing violation of law, or (iii) for unlawful distributions under Section 48-18-304 of the Tennessee Business Corporation Act, as amended from time to time.

b.Any repeal or modification of the provisions of this Paragraph 8, directly or by the adoption of an inconsistent provision of this charter, shall not adversely affect any right or protection set forth herein in favor of a particular individual at the time of such repeal or modification.

Dated: April 10, 1998

/s/ James H. Spalding

James H. Spalding, Incorporator

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ARTICLES AND PLAN OF MERGER

PURSUANT TO SECTION 48-21-105

OF THE

TENNESSEE BUSINESS CORPORATION ACT

THIS ARTICLES AND PLAN OF MERGER, dated as of December 9, 1998, is executed by ARC FINANCIAL SERVICES CORPORATION, a Tennessee corporation. AMBULATORY MANAGEMENT SERVICES, INC., a Tennessee corporation, and ARC MANAGEMENT SERVICES INC., a Tennessee corporation.

1.ARC Financial Services Corporation (“Parent”) is the owner of 100% of the outstanding voting shares of Ambulatory Management Services, Inc. the “Company”), and is the owner of 100% of the outstanding voting shares of ARC Management Services, Inc. the “Subsidiary”).

2.The board of directors of Parent deems it advisable and in the best interests of Parent to consummate the merger (the “Merger”) of the Company with and into the Subsidiary upon the terms and subject to the conditions set forth herein

3.ParentisthepatentcorporationofeachoftheCompanyandtheSubsidiary,withinthemeaningofSection48-21-105(a) of the Tennessee Business Corporation Act (the “Act”).

4.The Merger is intended to constitute a merger of two subsidiaries of Parent with and into each other pursuant to Section 48-21-105 of the Act.

5.The Merger shall become effective at 11.50 p.m. on December 31, 1998 (the “Effective Time”). At the effective Time, the Company shall be merged with and into the Subsidiary, with the Subsidiary as the surviving corporation, and the separate existence of the Company shares shall cease (the Subsidiary is sometimes referred to herein as the “Surviving Corporation”). At the Effective Time, by virtue of the Merger and without any action on the part of shareholder thereof: (i) Each share of Company common stock, no par value (the “Company Common stock”), issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one share of Subsidiary common stock, no par value (the “Subsidiary Common Stock”); (ii) Each share of Company Common Stock held in the treasury of the Company and held by any subsidiary of the Company immediately prior to the Effective Time shall be canceled and retired and cease to exist; and (iii) Each share of Subsidiary Common Stock issued and outstanding immediately prior lo the Effective Time shall remain outstanding and unchanged as a share of common stock of the Surviving Corporation. At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of shares of Company Common Stock shall thereafter be made. It is intended that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for the purposes of Section 368 of the Code.

6.The Charter and By-laws of the Subsidiary as in effect at the Effective Time shall be the Charter and By-Laws of the Surviving Corporation. The directors and officers of the Subsidiary at the Effective time shall be the directors and officers of the Surviving Corporation and shall hold office from the Effective Time until their respective successors are duly elected or appointed and qualify in the manner prescribed in the Charter and By-Laws of the surviving Corporation, or as otherwise provided by law.

7.Shareholder approval of the Merger not being required under the Act. The Plan of Merger described above was duly adopted by written consent lieu of a meeting of the board of directors of Parent on December 9, 1998. As the sole shareholder of the Company and the Subsidiary parties to the Merger, the Patent hereby waives the mailing requirement of Section 48-21-105 of the Act.

IN WITNESS WHEREOF, Parent, the Company and the Subsidiary have caused these Articles and Plan of Merger to be executed by the authorized representatives as of the date above written.

	ARC Financial Services Corporation
	By:
	Name:
	Title:
Ambulatory Management Services, Inc.	ARC Management Services, Inc.
By:	By:
Name:	Name:
Title:	Title:

EX-3.160

Exhibit 3.160

BYLAWS

OF

ARC MANAGEMENT SERVICES, INC.

(the “Corporation”)

ARTICLE I

OFFICES

Section 1.1.            Principal Office and Registered Agent. The principal office of the Corporation in the State of Tennessee shall be established and maintained in the City of Nashville, County of Davidson.

Section 1.2             Other Offices. The Corporation may have other offices, either within or outside of the State of Tennessee, at such place or places as the Board of Directors may from time or time appoint or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1             Place Of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Nashville, State of Tennessee, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Tennessee as shall be designed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2             Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect, in accordance with the Articles of Incorporation of the Corporation, as amended or restated from time to time (the “Articles of Incorporation”), by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 2.3             Special Meetings. Unless otherwise prescribed by law or in the Articles of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the President, (ii) any Vice President, (iii) the Treasurer, (iv) the Secretary or (v) any Assistant Secretary and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing by one or more stockholders holding at least ten

percent of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4             Voting. Each stockholder entitled to vote in accordance with the terms of the Articles of Incorporation and in accordance with the provisions of these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. The Board of Directors in its discretion may require that the vote for directors and the vote upon any questions before the meeting shall be by ballot. All elections for directors shall be decided by a plurality of the votes cast; all other questions shall be decided by majority vote of the stockholders present at any meeting at which there is a quorum, except as otherwise provided by the Articles of Incorporation, these Bylaws or the laws of the State of Tennessee.

Section 2.5             List Of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during usual business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.6             Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7             Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by

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Section 2.5 of this Article or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.8             Action Without Meeting. Unless otherwise provided in the Articles of Incorporation, any action required by the Tennessee Business Corporation Act to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if all stockholders entitled to vote on the action consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 2.9             Proceedings at Stockholders’ Meetings. At each meeting of stockholders, the President shall act as chairman of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

Section 3.1             Number And Term. The number of directors which shall constitute the whole Board of Directors shall be not less than one nor more than 20 members, the exact number of which to be initially fixed by the Incorporator and thereafter to be determined from time to time by the Board of Directors at any meeting thereof or by the stockholders at any meeting thereof. Except as provided in Section 3.2 hereof or as otherwise provided in the Articles of Incorporation, directors shall be elected at the Annual Meeting of Stockholders, and directors shall be elected to serve until their successors are elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.2             Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by the stockholders.

Section 3.3             Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

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Section 3.4             Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote at a special meeting of the stockholders called for the purpose, and the vacancies thus created may be filled at the meeting held for the purpose of removal by the affirmative vote of a majority in interest of the stockholders entitled to vote.

Section 3.5             Duties And Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.6             Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; but no such committee shall have the power or authority to approve or recommend to stockholders actions or proposals require by the Tennessee Business Corporation Act to be approved by the stockholder, fill vacancies on the Board of Directors or any committee thereof, adopt, amend or repeal these Bylaws, authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group except that the Board of Directors may authorize a committee to do so within limited specifically prescribed by the Board of Directors. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.7             Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Tennessee. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board may be called by the President, any Vice President, Treasurer, the Secretary, any Assistant Secretary, or any two directors on at least 24 hours’ notice to each director, which notice may be given personally, by telephone, by facsimile communication, by mail or by telegram (provided that notice by telephone may be given on two hours’ notice), and shall be called by the President or by the Secretary in like manner and on like notice on the written request of a majority of the directors; provided that any notice given by mail shall only be deemed delivered as of the beginning of the third business day after said notice was deposited in the United States mail, postage prepaid, and addressed to the director to whom it was intended to be mailed at his business or residential address which appears in the books and records

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of the Corporation; provided further that, notwithstanding the foregoing, such notice may be shorter if the person or persons calling such meeting deem such shorter notice necessary or appropriate under the circumstances.

Section 3.8             Quorum. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Articles of Incorporation or these Bylaws. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

Section 3.9             Compensation. The directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.10           Action Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all directors consent to taking such action without a meeting, and if a consent in writing, setting forth the action so taken, shall be signed by not less than the minimum number of directors that would be necessary to authorize or take such action at a meeting, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.11           Meetings By Conference Telephone. Members of the Board of Directors or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person at such meeting.

Section 3.12           Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (i) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (ii) the fact of such relationship or interest is disclosed or known to the

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stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or (iii) the contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors, a committee, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 4.1             Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President and a Secretary. In addition, the Board of Directors may elect a a Chief Operating Officer, Treasurer, one or more Vice Presidents (including Executive, Senior or other classifications of Vice Presidents), Assistant Secretaries, and Assistant Treasurers as the Board of Directors may deem proper. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. None of the officers of the Corporation need be stockholders or directors of the Corporation. Any number of offices may be held by the same person unless otherwise prohibited by law or the Articles of Incorporation.

Section 4.2.            Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.3.            Salaries. The salaries of the President shall be fixed by the Board of Directors. The salaries of all other officers of the Corporation may be fixed by the Board of Directors or the President.

Section 4.4.            Tenure And Removal; Resignations. The officers of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors in office. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt by the Corporation. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 4.5.            President. The President shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds,

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mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the President. The President shall preside at all meetings of the stockholders and the Board of Directors and shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

Section 4.7             Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Executive Vice President (or in the event there be more than one Executive Vice President, the Executive Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election followed, first, by the Senior Vice Presidents in the order of their election and, second, by the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.8             Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He shall render to the the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

Section 4.9             Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. If required by the Board of Directors, each Assistant Treasurer shall disburse the funds of the Corporation, taking proper vouchers for such disbursements. He shall render to the the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

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Section 4.10.          Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings of the meetings of the stockholders and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the Corporation and the Secretary and any Assistant Secretary shall have authority to affix the same to all instruments requiring it, and when so affixed, it may be attested by the signature of the Secretary or any Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.11           Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.12           Assistant Vice Presidents And Assistant Secretaries. Any qualified officer or employee of the Corporation may be appointed an Assistant Vice President or an Assistant Secretary of the Corporation and such appointment may be made by the President. The Assistant Vice President and Assistant Secretary shall have the powers as the Board of Directors shall from time to time prescribe. Appointees to Assistant Vice President and Assistant Secretary shall not be officers of the Corporation, except as designated by the President.

Section 4.13           Voting Securities Owned By The Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

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ARTICLE V

PROVISIONS REGARDING STOCK OF CORPORATION

Section 5.1             Certificates Of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, (1) the President or a Vice President and (2) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.2             Classes And Series Of Stock. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, option or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in the Tennessee Business Corporation Act, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a conspicuous statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 5.3             Lost Certificate. A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation an affidavit of such loss or destruction and/or a bond, in such sum as they may direct, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

Section 5.4             Transfer Of Shares. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be canceled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, if when the certificates are presented for transfer, both the transferor and the transferee request the Corporation to do so.

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Section 5.5             Stockholders’ Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action.

If no record date is fixed:

(1)The record for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(2)The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(3)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5.6             Registered Stockholders. The Corporation shall be entitled to treat the record holder of any shares of stock of the Corporation as the owner thereof for all purposes, including all rights deriving from such shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including, but without limiting the generality thereof, a purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such purchaser, assignee or transferee or other person becomes the record holder of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such purchaser, assignee, transferee or other person. Any such purchaser, assignee, transferee or other person shall not be entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine a complete list of the stockholders entitled to vote at meetings, or to own, enjoy, and exercise any other property

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or rights deriving from such shares against the Corporation, until such purchaser, assignee, transferee or other person has become the record holder of such shares.

Section 5.7             Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 5.8             Transfer Agents And Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.9             Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

Section 5.10           Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VI

INDEMNIFICATION

Section 6.1             Power To Indemnify In Actions. Suits Or Proceedings Other Than Those By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in

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a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2             Power To Indemnify In Actions, Suits Or Proceedings By Or In The Right Of The Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of competent jurisdiction sitting in the State of Tennessee or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 6.3             Authorization Of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4             Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another

12

enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5             Indemnification By A Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Tennessee for indemnification to the extent otherwise permissible under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6.6             Expenses Payable In Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon fulfillment of the following two conditions: (1) receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI and (2) the Chief Executive Officer or the Board of Directors (or a committee thereof) shall have determined that the facts then known to the person or persons making the determination would not preclude indemnification of such director or officer by the Corporation under the provisions of this Article VI.

Section 6.7             Nonexclusivity Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any provision of the Articles of Incorporation or any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article

13

VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the Tennessee Business Corporation Act, or otherwise.

Section 6.8             Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9             Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section. 6.10          Survival Of Indemnification And Advancement Of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11           Limitation On Indemnification. Notwithstanding anything contained in this Article VI to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

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Section 6.12           Indemnification Of Employees And Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to directors and officers of the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1             Seal. The Corporation shall have no seal.

Section 7.2             Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.3             Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 8.1             Bylaw Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders at any regular meeting of the stockholders, by the Board of Directors at any regular or special meeting of the Board of Directors, or by the stockholders at any special meeting of the stockholders if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 8.2             Entire Board Of Directors. As used in this Article VIII and in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IX

NOTICES

Section 9.1             Notices. Whenever written notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or

15

stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telecopier, telex or cable.

Section 9.2             Waivers Of Notice. Whenever any notice is required by law, the Articles of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereof. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors needs be specified in any written waiver of notice unless so required by the Articles of Incorporation or these Bylaws.

16

EX-3.161

Exhibit 3.161

ARTICLES OF ORGANIZATION

OF

SYMBIONARC SUPPORT SERVICES, LLC

The undersigned person acting as the organizer of a limited liability company under the Tennessee Limited Liability Company Act (the “Act”) adopts the following Articles of Organization (the “Articles”).

Name

The name of the limited liability company is SymbionARC Support Services, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Gregg A. Stanley.

Organizer

Matthew R. Burnstein, Esq. whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760 is the organizer of the LLC.

Number of Members

At the date of the filing of the Articles, there is one member.

Date of Formation

The existence of the LLC is to begin upon the filing of the Articles.

Management

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a board-managed LLC and direct the secretary to file an amendment to the Articles so signifying.

Principal Executive Office

The Principal Executive Office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

Transfer of Membership Interest

No Member may transfer or assign his membership interest or any part thereof to any person except as provided in the operating agreement. No holder may transfer or assign his financial rights to any person except as provided in the operating agreement. The consent to transfer may be by member action as provided in the operating agreement. In absence of a provision in the operating agreement, the default rules of the Act shall apply.

Dissolution Events

The events or actions that constitute a dissolution may be by member action or such other event as provided in the operating agreement or the having of no members. In absence of a provision in the operating agreement, the dissolution events shall be the having of no members, or a unanimous vote of the members to dissolve.

Preemptive Rights and Right of First Refusal

Members and parties to a contribution agreement may have preemptive rights if so provided in the operating agreement. The members and/or the LLC and/or a specific member may have rights of first refusal if they are set forth in the operating agreement.

Action on Recommendation

If the operating agreement so provides, action on recommendation as permitted in T.C.A. §48-223-103 shall be allowed.

Expulsion

If the operating agreement so provides, a member may be expelled as provided therein.

Dated: July 20, 2005	/s/ Matthew R. Burnstein
	Matthew R. Burnstein, Organizer

EX-3.162

Exhibit 3.162

OPERATING AGREEMENT

OF

SYMBIONARC SUPPORT SERVICES, LLC

This Operating Agreement (the “Agreement”) of SymbionARC Support Services, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee company (the “Member”) and the Company, effective as of July 21, 2005.

WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Tennessee Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Organization. On July 20, 2005, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.Term. The Company commenced on the date the Articles were filed with the Secretary of State of Tennessee, and will continue in existence until terminated pursuant to this Agreement.

Section 5.Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.Address. The address of the Member is set forth below:

c/o SymbionARC Management Services, Inc.

40 Burton Hills Boulevard

Suite 500

Nashville, TN 37215

Section 8.New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $100.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.Capital Accounts. A capital account will be maintained for the Member in accordance with the Treasury Regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986, as amended, and will consist of the sum of the contributions of the Member to the capital of the Company, plus its share of the profits of the Company, less its share of any losses of the Company, and less any distributions to or withdrawals made by or attributed to it from the Company.

Section 12.Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 13.Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 14.Managers. The Member may, from time to time, designate one or more individuals to be managers of the Company, with such titles as the Member may assign to such individuals. The initial managers of the Company will be a Chief Manager and a Secretary, as more specifically provided below. Managers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any manager may resign as such at any time by providing written notice to the Company. Any manager may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any manager position of the Company may be filled by the Member. The managers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 15.Chief Manager. The Chief Manager will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the Chief Manager will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 16.Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 17.Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 17 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”‘); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 17 or otherwise.

Section 18.Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 19.Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 20.Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 21.Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 22.Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
SYMBIONARC SUPPORT SERVICES, LLC
By:	/s/ Kenneth C. Mitchell
Name:			Kenneth C. Mitchell
Its:	Vice President
MEMBER:
SYMBIONARC MANAGEMENT SERVICES, INC.
By:		/s/ Kenneth C. Mitchell
Name:			Kenneth C. Mitchell
Its:	Vice President

4

EX-3.163

Exhibit 3.163

ARTICLES OF INCORPORATION

OF

TEXARKANA SURGERY CENTER, INC.

******

ARTICLE ONE

The name of the corporation is TEXARKANA SURGERY CENTER, INC.

ARTICLE TWO

The period of duration is perpetual

ARTICLE THREE

The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act, including but not limited to any and all aspects of the operation of a day surgical center

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is One Hundred Thousand (100,000) of the par value of One Dollar ($1 00) each

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of shares consideration of the value of One Thousand Dollars ($1,000 00) consisting of money, labor done or property actually received

ARTICLE SIX

The address of its initial registered office is 1012 Olive St, Texarkana, Texas 75504, and the name of its initial registered agent at such address is Edward Miller

ARTICLE SEVEN

The number of directors constituting the initial Board of Directors is five (5), and the name and addres of the person or persons who are to serve as directors until the first meeting of the shareholders, or until their successors are elected and qualified are

E T Ellison, Jr	P O. Box 1409
	Texarkana, TX 75504
T Michael Hillis	P O Box 1409
	Texarkana, TX 75504
Stephen B Glenn	P O Box 1409
	Texarkana, TX 75504
G Carl Shipp	4214 Texas Boulevard
	Texarkana, TX 75503
David L Whitt	4214 Texas Boulevard
	Texarkana, TX 75503

ARTICLE EIGHT

The names and address of the incorporators are

E T Ellison, Jr	P O Box 1409
	Texarkana, TX 75504
T Michael Hillis	P O. Box 1409
	Texarkana, TX 75504
Stephen B Glenn	P. O Box 1409
	Texarkana, TX 75504
G Carl Shipp	4214 Texas Boulevard
	Texarkana, TX 75503
David L Whitt	4214 Texas Boulevard
	Texarkana, TX 75503

EXECUTED in duplicate this              day of                                     , 1993

/s/ E T Ellison, Jr.	/s/ T. Michael Hillis
ET Ellison, Jr.	T Michael Hillis
/s/ Stephen B Glenn	/s/ G Carl Shipp
Stephen B Glenn	G Carl Shipp
/s/ David L. Whitt
David L. Whitt

STATE OF TEXAS	§
	§
COUNTY OF BOWIE	§

BEFORE ME, a Notary Public, on this day personally appears, E T ELLISON, JR , T MICHAEL HILLIS, STEPHEN B GLENN, G CARL SHIPP, and DAVID L WHITT, know to me to be the persons whose names are subscribed to the foregoing document, and, being by me first duly sworn, declared that the statements therein contained are true and correct

GIVEN UNDER MY HAND AND SEAL OF OFFICE this the        day of           , 1993

/s/ [ILLEGIBLE]
Notary Public, State of Texas
My Commission expires:	11/30/96

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

TEXARKANA SURGERY CENTER, INC.

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act Texarkana Surgery Center, Inc., a Texas corporation, hereby adopts the following Articles of Amendment to the Articles of Incorporation of the corporation.

ARTICLE ONE

The name of the corporation is Texarkana Surgery Center, Inc.

ARTICLE TWO

Article One of the Articles of lncorporation of the corporation is hereby amended to read in the entirety as follows:

“ARTICLE ONE

The name of the corporation is Texarkana Surgery Center GP, Inc. (hereinafter referred to as the “Corporation”).”

ARTICLE THREE

The amendment to the Article of lncorporation was approved and adapted by the sole director of the Corporation and by the sole shareholder of the Corporation by written consent dated December 7,1999.

ARTICLE FOUR

The number of shares of the corporation outstanding at the time of the adoption of me resolution by the sole shareholder was one thousand (1,000) shares of Common Stock and the number of shares entitled to vote thereon was one thousand (1,000) shares of Common Stock. The number of shares voted for such amendment was one thousand (1,000) and the number of shares voted against such amendment was zero.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 7^th day of December, 1999.

TEXARKANA SURGERY CENTER, INC.
By:	/s/ Robert L. Schwing
Name:	Robert L. Schwing
Title:	President

2

EX-3.164

Exhibit 3.164

BYLAWS
OF
TEXARKANA SURGERY CENTER, INC.

I.

CAPITAL STOCK

Section 1.Certificates Representing Shares. Certificates in the form determined by the Board of Directors and as shall conform to the requirements of the statutes, the Articles of Incorporation and these Bylaws shall be delivered representing all shares to which shareholders are entitled. Such certificates shall be consecutively numbered and shall be entered in the share transfer records of the Company as they are issued. Each certificate shall state on its face the holder’s name, the number and class of shares, the par value of shares or a statement that such shares are without par value, and such other matters as may be required by law. Each certificate shall be signed by the President or a Vice President and either the Secretary or any Assistant Secretary, and may bear the seal of the Company or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles, if the certificate is countersigned by a transfer agent or registered by a registrar, either of which is other than the Company itself or an employee of the Company. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer at the date of its issuance.

Section 2.Issuance. Shares (both treasury and authorized but unissued) may be issued for such consideration (not less than par value) and to such persons as the Board of Directors may determine from time to time. Shares may not be issued until the full amount of the consideration, fixed as provided by law, has been paid.

Section 3.Payment for Shares.

(a)The consideration for the issuance of shares shall consist of money paid, labor done (including services actually performed for the Company), or property (tangible or intangible) actually received. Neither promissory notes nor the promise of future services shall constitute payment for shares.

(b)In the absence of fraud in the transaction, the judgment of the Board of Directors as to the value of consideration received shall be conclusive.

(c)When consideration, fixed as provided by law, has been paid, the shares shall be deemed to have been issued and shall be considered fully paid and nonassessable.

(d)The consideration received for shares shall be allocated by the Board of Directors, in accordance with law, between stated capital and capital surplus accounts.

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Section 4.Lost, Stolen, or Destroyed Certificates. The Company shall issue a new certificate in place of any certificate for shares previously issued if the registered owner of the certificate:

(a)Makes proof in affidavit form that it has been lost, destroyed, or wrongfully taken; and

(b)Requests the issuance of a new certificate before the Company has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; and

(d)Gives a bond in such form, and with such surety or sureties, with fixed or open penalty, as the Company may direct, to indemnify the Company (and its transfer agent and registrar, if any) against any claim that may be made on account of the alleged loss, destruction or theft of the certificate; and

(d)Satisfies any other reasonable requirements imposed by the Company.

When a certificate has been lost, apparently destroyed, or wrongfully taken, and the holder of record fails to notify the Company within a reasonable time after he has notice of it, and the Company registers a transfer of the shares represented by the certificate before receiving such notification, the holder of record is precluded from making any claim against the Company for the transfer or for a new certificate.

Sections 5.Registered Owner. Prior to due presentment for registration of transfer of a certificate for shares, the Company is entitled to treat the registered owner as the person exclusively entitled to vote, to receive notices and otherwise to exercise all the rights and powers of a shareholder. The Company shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Section 6.Shareholders of Record. The Board of Directors of the Company may appoint one or more transfer agents or registrars of any class of stock of the Company. Unless and until such appointment is made, the Secretary of the Company shall maintain among other records a stock certificate book, the stubs in which shall set forth the names and addresses of the holders of all issued shares of the Company, the number of shares held by each, the certificate numbers representing such shares, and whether or not such shares originate from original issues or from transfer. The names and addresses of the shareholders, as they appear on the stock certificate book, shall be the official list of shareholders of record of the Company for all purposes. The Company shall be entitled to treat the holder of record of any shares of the Company as the owner thereof for all purposes, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares, on the part of any other person, including (but without limitation) a purchaser, assignee, or transferee, unless and until such other person becomes the holder of record of such shares, whether or not the Company shall have either actual or constructive notice of the interest of such other person.

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Section 7.Transfer of Shares. The shares of the Company shall be transferable only on the stock certificate books of the Company by the holder of record thereof, or by his duly authorized attorney or legal representative, upon endorsement and surrender for cancellation of the certificate(s) for such shares. The Company shall register the transfer of a certificate for shares presented to it for transfer provided the Company has no notice of an adverse claim or has discharged any duty to inquire into such a claim, and any applicable law relating to the collection of taxes has been complied with. All certificates surrendered for transfer shall be cancelled, and no new certificate shall be issued until a former certificate or certificates for a like number of shares shall have been surrendered and cancelled, except that in the case of a lost, destroyed, or mutilated certificate, a new certificate may be issued therefor upon such conditions for the protection of the Company and any transfer agent or registrar (including the requirement of a bond or of indemnification) as the Board of Directors or the Secretary may prescribe.

Section 8.Agreements Among Shareholders. The shareholders of the Company shall have the power to make, amend and terminate any Voting Agreement, Voting Trust or Buy-Sell Agreement as they may deem proper.

II.

MEETINGS OF SHAREHOLDERS

Section 1.Place of Meetings. All meetings of shareholders shall be held at the principal office of the Company, or at such other place within or without the State of Texas as may be designated by the Board of Directors or officer calling the meeting or as shall be specified or fixed in the respective notices or waivers of notice thereof.

Section 2.Annual Meeting. Annual meetings of the shareholders, commencing with the year 1999, shall be held on the second Tuesday of April of each year at such hour as may be designated in the notice of the meeting, if such day is not a legal holiday and, if a holiday, then on the first following day that is not a legal holiday. The Board of Directors may postpone the time of holding the annual meeting of shareholders for such period not exceeding ninety (90) days, as they may deem advisable. Failure to hold the annual meeting at the designated time shall not work a dissolution of the Company nor impair the powers, rights and duties of the Company’s officers and Directors. At annual meetings, the shareholders shall elect Directors and transact such other business as may properly be brought before the meeting. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

Section 3.Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or the Board of Directors. Special meetings of shareholders shall be called by the President or the Secretary upon the written request of the holders of shares entitled to not less than ten percent (10%) of all the outstanding shares of the Company entitled to vote at such meeting. Such request shall state the purpose or purposes of such meeting and the matters proposed to be acted on thereat. Business transacted at a special meeting shall be confined to the purposes stated in the notice of the meeting.

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Section 4.Notice of Meeting. Written notice of all meetings stating the place, day, and hour of each meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the share transfer records of the Company, with postage thereon prepaid. Waiver by a shareholder in writing of notice of a shareholders’ meeting, signed by him, whether before or after the time of such meeting, shall be equivalent to the giving of such notice. Attendance by a shareholder, whether in person or by proxy, at a shareholders’ meeting shall constitute a waiver of notice of such meeting of which he has had no notice.

Section 5.Closing of Share Transfer Records and Fixing of Record Date for Meetings. The Board of Directors may, by resolution, fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of shareholders for any other purposes (other than determining shareholders entitled to consent to action by shareholders proposed to be taken without a meeting of shareholders). Such date, in any case, shall not be more than sixty (60) days and not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. In lieu of fixing a record date, the Board of Directors may provide that the share transfer records shall be closed for a stated period but not to exceed, in any case, twenty (20) days. If the share transfer records are closed for the purpose of determining shareholders entitled to notice of, or to vote at, a meeting of shareholders, such records shall be closed for at least ten (10) days immediately preceding such meeting. If the share transfer records are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the mailing is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the share transfer records and the stated period of closing has expired.

Section 6.Voting List. The officer or agent having charge of the share transfer records for shares of the Company shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period often (10) days prior to such meeting, shall be kept on file at the registered office of the Company and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection by any shareholder during the whole time of the meeting. The original share transfer records shall be prima facie evidence as to which shareholders are entitled to examine such list or transfer records or to vote at any

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meeting of shareholders. Failure to comply with any requirements of this Section shall not affect the validity of any action taken at such meeting.

Section 7.Voting at Meetings. Each holder of shares of the Company entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders for each such share, either in person or by proxy, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation.

Section 8.Proxies. At any meeting of shareholders, a shareholder having the right to vote may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. A telegram, telex, cablegram, or similar transmission by the shareholder, or a photographic, photostatic, facsimile, or similar reproduction of a writing executed by the shareholder, shall be treated as an execution in writing for purposes of this Section. Such proxy shall be filed with the Secretary of the Company before or at die time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.

Section 9.Quorum. Unless otherwise provided in the Articles of Incorporation of the Company, the holders of a majority of the shares issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at 8 meeting of shareholders, but if a quorum is not represented, a majority in interest of those represented may adjourn the meeting from time to time, without further notice other than announcement at the meeting, until a quorum shall be present or represented. If the adjournment is for more than fifty (50) days, or if after adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at such meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The vote of the holders of a majority of the shares entitled to vote and thus represented at a meeting at which a quorum is present shall be the act of the shareholders’ meeting unless the vote of a greater number is required by law, the Articles of Incorporation or these Bylaws, in which case the vote of such greater number shall be requisite to constitute the act of the meeting. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 10.Presiding Officer and Conduct of Meetings. The Chairman of the Board of Directors shall preside at all meetings of the shareholders and shall automatically serve as Chairman of such meetings. In the absence of the Chairman of the Board of Directors, or if the Directors neglect or fail to elect a Chairman, then the President of the corporation shall preside at the meetings of the shareholders and shall automatically be the Chairman of such meeting, unless and until a different person is elected by a majority of the shares entitled to vote at such meeting.

Section 11.Action by Shareholders without Meeting. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

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Section 12.Fixing Record Dates for Consents to Action. Unless a record date shall have previously been fixed or determined pursuant to Section 5, whenever action is proposed to be taken by consent in writing without a meeting of shareholders, the Board of Directors may fix a record date for the purpose of determining shareholders entitled to consent to that action, which record date shall not precede, and shall not be more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and the prior action of the Board of Directors is not required by this Act, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action or proposed action to be taken is delivered to the corporation by delivery to its registered office, its principal place of business or an officer or agent of the Company having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company’s principal place of business shall be addressed to the President or the principal executive officer of the Company. If no record date shall have been fixed by the Board of Directors and prior action of the Board of Directors is required by this Act, the record date for determining shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.

Section 13.Telephone Meetings. Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, the shareholders may, unless otherwise restricted by the Articles of Incorporation or these Bylaws, participate in and hold a meeting using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

III.

DIRECTORS

Section 1.Management. The powers of the Company shall be exercised by or under the authority of, and the business, affairs and property of the Company shall be managed and controlled under the direction of the Board of Directors which may exercise all such powers of the Company and do all such lawful acts and things as are not by statute, the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.

Section 2.Number and Tenure. The Board of Directors shall consist of at least four (4) members, which number shall be fixed by the Board of Directors and may be increased or decreased from time to time by resolution of the Board of Directors, but shall never be less than one (1) and, provided that no decrease shall effect the shortening of the term of any incumbent Director. The directors shall be elected at each annual meeting of shareholders, except as provided in Section 4 below. At each election, the persons receiving the greatest number of

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votes shall be elected Directors. Unless sooner removed in accordance with these Bylaws or until the Company has received a written resignation, members of the Board of Directors shall hold office until the next succeeding annual meeting of shareholders and until their successors shall have been elected and qualified.

Section 3.Qualifications. Directors need not be shareholders of the Company or residents of any particular state.

Section 4.Vacancies. Any vacancies occurring in the Board of Directors, including vacancies resulting from any increase in the number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, though less than a quorum of the entire Board, and the Directors so elected shall hold office for the unexpired term of his predecessor in office until the next annual meeting and until their successors are elected and have qualified. A vacancy shall be deemed to exist by reason of the death, resignation, or upon the failure of shareholders to elect Directors to fill the unexpired terms of Directors removed in accordance with the provisions of these Bylaws.

Section 5. Place of Meeting. Meetings of the Board of Directors may be held either within or without the State of Texas, at whatever place is specified by the officer or director calling a meeting or at the same place as the annual meeting of shareholders. In the absence of specific designation, the meeting shall be held at the principal office of the Company.

Section 6.Regular Meetings. The Board of Directors shall meet each year immediately following the annual meeting of the shareholders, at the place of such meeting, for the transaction of such business as may properly be brought before it. No notice of annual meetings need be given to either old or new members of the Board of Directors. Regular meetings may be held at such other times as shall be designated by the Board of Directors.

Section 7.Special Meetings. Special meetings of the Board of Directors may be held at any time upon the call or at the request of the President, the Secretary, or any Director of the Company. The person or persons authorized to call special meetings of the Board of Directors may fix any place for holding any special meeting of the Board of Directors called by them. Notice shall be delivered personally or sent by mail or telegram to the last known address of each Director at least three (3) days before the meeting. Oral notice may be substituted for such written notice if given not later than one (1) day before the meeting. Notice of the time, place, and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of notice. Any Director may waive notice of any meeting. Attendance of a Director at such meeting shall also constitute waiver of notice thereof, except where he attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of such meeting.

Section 8.Quorum. At all meetings of the Board of Directors, the presence of a majority of the number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. If a quorum is not present at a meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than

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announcement at the meeting, until a quorum is present. The act of a majority of the Directors present at such meeting at which a quorum is present shall be the act of the Board of Directors. Any regular or special Directors’ meeting may be adjourned from time to time by those present, whether a quorum is present or not.

Section 9.Chairman. A majority of the Directors shall elect from its members a Chairman who shall preside at all meetings of the Board of Directors. The Chairman shall hold this office until the next regular meeting of the Directors or until his successor shall have been elected and qualified. In the absence of the Chairman, or if the Directors neglect or fail to elect a Chairman, then the President of the Company, if he is a member of the Board of Directors, shall automatically serve as Chairman of the Board of Directors.

Section 10.Secretary. The Secretary of the Board of Directors shall be the Secretary of the Company, and the Secretary shall act as Secretary of the Directors’ meetings and record the minutes of all such meetings. If the Secretary of the Company is not available, then the Chairman, or the President, as the case may be, may appoint a person to serve as Secretary of the meeting, and such person shall not be required to be a member of the Board of Directors nor an officer of the Company.

Section 11.Compensation. The Board of Directors shall have authority to determine, from time to time, by resolution of the Board of Directors, the amount of compensation, if any, which shall be paid to its members for their services as directors and as members of standing or special committees. No such payment shall preclude any director from serving the Company in any other capacity and receiving compensation therefor.

Section 12.Interest of Directors in Contracts. Any contract or other transaction between the Company and one (1) or more of its Directors, or between the Company and any firm of which one or more of its Directors are members or employees, or in which they are interested, or between the Company and any corporation or association of which one or more of its Directors are shareholders, members, directors, officers, or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors of the Company, which acts upon, or in reference to, such contract or transaction, and notwithstanding his or their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize, approve, and ratify such contract or transaction by a vote of a majority of the Directors present, such interested Director or Directors to be counted in determining whether a quorum is present, but not to be counted in calculating the majority of such quorum necessary to carry such vote. This Section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.

Section 13.Removal. The entire Board of Directors or any individual Director may be removed from office, either for or without cause, at any special meeting of shareholders by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote at elections of Directors. The notice calling such meeting shall give notice of the intention to act upon such matter, and if the notice so provides, the vacancy caused by such removal may be filled at such meeting by vote of the holders of a majority of the shares represented at such

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meeting and entitled to vote for the election of Directors. For cause, a Director may be removed at any meeting of Directors by a majority vote of the Directors in office.

Section 14.Executive Committee. The Board of Directors, by resolution adopted by a majority of the number of directors fixed by these Bylaws, may designate an Executive Committee, which committee shall consist of such Directors of the Company as the Board of Directors shall specify. Such Executive Committee may exercise such authority of the Board of Directors in the business and affairs of the Company as the Board of Directors may by resolution duly delegate to it except where action by the Board of Directors is specified by law; provided, however, such committee shall not have the power or authority, unless authorized in the resolution designating that committee, to (1) amend or recommend to the shareholders an amendment to the Articles of Incorporation, (2) amend, alter, restate or repeal the Bylaws, (3) adopt an agreement of merger or share exchange of the Company, (4) recommend to the shareholders the sale, lease or exchange of all or substantially all of the property and assets of the Company, (5) recommend to the shareholders a voluntary dissolution of the Company or a revocation of the dissolution, (6) propose any reduction of the stated capital of the Company, (7) fill vacancies in the Board of Directors or any such committee or fill any directorship to be filled by reason of an increase in the number of directors, (8) elect or remove officers, (9) fix compensation for any director or (10) alter or repeal any resolution of directors that by its terms provides that it shall not be so amendable or repealable, and, (11) unless the resolution designating the particular committee or the articles of incorporation, or the bylaws, expressly so provide, no such committee shall have the power or authority to authorize a distribution or to authorize the issuance of shares of capital stock. The designation of such committee and delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law. Any member of the Executive Committee may be removed by the Board of Directors by the affirmative vote of a majority of the number of Directors fixed by the Bylaws whenever in the judgment of the Board the best interests of the Company will be served thereby. The Executive Committee shall keep regular minutes of its proceeding and report the same to the Board of Directors when required. The minutes of the proceedings of the Executive Committee shall be placed in the minute book of the Company.

Section 15.Other Committees. The Board of Directors may, by resolution adopted by affirmative vote of a majority of the Directors and for its convenience, and at its discretion, appoint one or more advisory committees of two or more Directors each; but no such advisory committee shall have the power or authority except to advise the Board of Directors, and such committee shall exist solely at the pleasure of the Board of Directors, no minutes of the proceedings of any such committee need be kept, and no member of any such committee shall receive any compensation for such membership except by way of reimbursement for reasonable expenses actually incurred by him by reason of such membership. Such other advisory committees may be established for any purposes; provided, that any such other committee or committees shall have and may exercise only the power of recommending action to the Board of Directors and of carrying out and implementing any instructions or any policies, plans and programs theretofore approved, authorized and adopted by the Board of Directors.

Section 16.Action by Directors Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or any executive committee may be taken

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without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the members of the Board of Directors or executive committee, as the case may be. As permitted by Article 9.10C of the Texas Business Corporation Act, members of the Board of Directors, or members of any committee designated by such Board, may participate and hold a meeting of the Board of Directors or any committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting pursuant to a conference call or similar communications equipment shall constitute presence in person at such meeting.

IV.

OFFICERS

Section 1.Officers. The officers of the Company shall be elected by the Board of Directors and may consist of a President, a Vice President or Vice Presidents, a Secretary, a Treasurer and such other officers (including a Chairman of the Board, a Chief Executive Officer, a Chief Operating Officer and a Chief Financial Officer and additional vice presidents) and assistant officers as the Board of Directors may, from time to time, designate. Two or more offices may be held by the same person, but, when applicable, no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law, the Articles of Incorporation, or these Bylaws to be executed, acknowledged, or verified by two or more officers. None of the elected officers, with the exception of the Chairman of the Board, must be a member of the Board of Directors.

Section 2.Election and Term of Office. The officers of the Company to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his earlier death, resignation, retirement, disqualification or removal from office and until his successor shall have been duly elected and qualified.

Section 3.Compensation. The compensation of the officers shall be determined by the Board of Directors and may be altered by the Board, from time to time, except as otherwise provided by contract, and no officer shall be prevented from receiving such compensation by reason of the fact that he is also a Director of the Company. All officers shall be entitled to be paid or reimbursed for all costs and expenditures incurred in the Company’s business.

Section 4.Vacancies. Whenever any vacancies shall occur in any office by death, resignation, increase in the number of officers of the Company, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected shall hold office for the unexpired portion of such term or until his successor is chosen and qualified.

Section 5.Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be

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without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 6.Chairman of the Board. The Board of Directors may select from among its members a Chairman of the Board who shall preside when present at all meetings of the shareholders and at all meetings of the Board of Directors and approve the minutes of all proceedings thereat, and he shall be available to consult with and advise the officers of the Company with respect to the conduct of the business and affairs of the Company and shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to him by the Board of Directors. The Chairman of the Board shall be the highest officer of the Company and, subject to the control of the Board of Directors, shall in general supervise and control all business and affairs of the Company.

Section 7. President. The President shall be the Chief Executive Officer of the Company unless the Board of Directors designates the Chairman of the Board as chief executive officer. Subject to the control of the Board of Directors, the chief executive officer shall have general executive charge, management and control of the affairs, properties and operations of the Company in the ordinary course of its business, with all such duties, powers and authority with respect to such affairs, properties and operations as may be reasonably incident to such responsibilities; he may appoint or employ and discharge employees and agents of the Company and fix their compensation; he may make, execute, acknowledge and deliver any and all contracts, leases, deeds, conveyances, assignments, bills of sale, transfers, releases and receipts, any and all mortgages, deeds of trust, indentures, pledges, chattel mortgages, liens and hypothecations, and any and all bonds, debentures, notes, other evidences of indebtedness and any and all other obligations and encumbrances and any and all other instruments, documents and papers of any kind or character for and on behalf of and in the name of the Company, and, with the Secretary or an Assistant Secretary, he may sign all certificates for shares of the capital stock of the Company; he shall do and perform such other duties and have such additional authority and powers as from time to time may be assigned to or conferred upon him by the Board of Directors.

Section 8.Chief Operating Officer. In the absence of the Chairman of the Board and the Chief Executive Officer or in the event of their death, inability, or refusal to act, the Company may designate a Chief Operating Officer to perform the duties of Chairman of the Board, and when so acting, to have all the powers of and be subject to all the restrictions upon the Chairman of the Board. The Chief Operating Officer shall perform such other duties as from time to time may be assigned to him by the Chief Executive Officer, by the Chairman of the Board, or by the Board of Directors.

Section 9.The Vice Presidents. Each Vice President shall generally assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the President or the Board of Directors. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the

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Secretary or an Assistant Secretary, certificates for shares of the Company; and shall perform such other duties as from time to time may be assigned to him by the President, or by the Board of Directors.

Section 10.Secretary. It shall be the duty of the Secretary to give notice to and attend all meetings of the shareholders and Board of Directors and record correctly all votes, actions and the minutes of all proceedings had at such meetings in a book suitable for that purpose. It shall also be the duty of the Secretary to attest, with his signature and the seal of the Company, all stock certificates issued by the Company and to keep a stock ledger in which shall be correctly recorded all transactions pertaining to the capital stock of the Company. He shall also attest, with his signature and the seal of the Company, all deeds, conveyances, or other instruments requiring the seal of the Company. The person holding the office of Secretary shall also perform, under the direction and subject to the control of the President and the Board of Directors, such other duties as may be assigned to him. The duties of the Secretary may also be performed by any Assistant Secretary. In the absence of the appointment of a Treasurer for the Company, the Secretary shall perform the duties of the Treasurer.

Section 11.Treasurer. The Treasurer shall be the chief accounting and financial officer of the Company and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Company. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors may determine. He shall keep such monies and securities of the Company as may be entrusted to his keeping and account for the same. He shall be prepared at all times to give information as to the condition of the Company and shall make a detailed annual report of the entire business and financial condition of the Company. The person holding the office of Treasurer shall also perform, under the direction and subject to the control of the President and the Board of Directors, such other duties as may be assigned to him. The duties of the Treasurer may also be performed by any Assistant Treasurer.

Section 12.Delegation of Authority. In the case of any absence of any officer of the Company, or for any other reason that the Board may deem sufficient, the President or the Board of Directors may delegate some or all the powers or duties of such officer to any other officer or to any Director, employee, shareholder, or agent for whatever period of time seems desirable.

V.

INDEMNIFICATION

Section 1.Indemnification of Directors, Officers, Employees and Agents.

(a)As used in this section:

(1)“Company” includes any domestic or foreign predecessor entity of the Company in a merger, consolidation or other transaction in which the liabilities of the predecessor are transferred to the Company by operation of law and in any other transaction in which the Company assumes the liabilities of the predecessor but does not specifically exclude liabilities that are the subject matter of this Section 1.

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(2)“Director” means any person who is or was a director of the Company and any person who, while a director of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.

(3)“Expenses” include court costs and attorneys’ fees.

(4)“Official Capacity” means

a.when used with respect to a Director, the office of director in the Company, and

b.when used with respect to a person other than a Director, the elective or appointive office in the Company held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Company, but in each case does not include service for any other foreign or domestic company or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.

(5)“Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.

(b)The Company may indemnify any person who was, is or is threatened to be made a named defendant or respondent in any Proceeding because he is or was a Director only if it is determined in accordance with Section l(f) that the person:

(1)conducted himself in good faith;

(2)reasonably believed:

a.in the case of conduct in his Official Capacity as a Director of the Company, that his conduct was in the Company’s best interests, and

b.in all other cases, that his conduct was at least not opposed to the Corporation’s best interests; and

(3)in the case of any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

(c)Except to the extent permitted in paragraph (e) below, a Director shall not be indemnified under Section l(b) for obligations resulting from a Proceeding:

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(1)in which the person is found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person’s Official Capacity; or

(2)in which the person is found liable to the Company.

(d)The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, be determinative that the person did not meet the requisite standard of conduct set forth in Section l(b). A person shall be deemed to have been found liable in respect of any claim, issue or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

(e)A person may be indemnified under Section l(b) against judgments, penalties (including excise and similar taxes), fines settlements and reasonable Expenses actually incurred by the person in connection with the Proceeding; but if the person is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the person, indemnification (i) shall be limited to reasonable Expenses actually incurred by the person in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Company.

(f)No indemnification under Section l(b) shall be made by the Company unless authorized in the specific case after a determination has been made that the Director has met the standard of conduct set forth in Section l(b). Such determination shall be made:

(1)by the Board of Directors by a majority vote of a quorum consisting of Directors who at the time of the vote are not named defendants or respondents in the Proceeding;

(2)if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors, designated to act in the matter by a majority vote of the full Board of Directors (in which vote Directors who are named defendants or respondents may participate), which committee shall consist solely of two (2) or more Directors who at the time of the vote are not named defendants or respondents to the Proceeding; or

(3)by special independent legal counsel, selected by the Board of Directors or a committee thereof by vote as set forth in clauses (1) or (2) of this paragraph (f), or, if the requisite quorum of the full Board of Directors cannot be obtained therefor and such a committee cannot be established, by a majority vote of the full Board of Directors (in which vote Directors who are named defendants or respondents may participate); or

(4)by the shareholders in a vote that excludes the shares held by Directors who are named defendants or respondents in the Proceeding.

(g)Authorization of indemnification and determination as to reasonableness of Expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by

14

special independent legal counsel, authorization of indemnification and determination as to reasonableness of Expenses shall be made in a manner specified in clause (3) in Section l(f) for the selection of such counsel.

(h)A Director who has been wholly successful, on the merits or otherwise, in the defense of any Proceeding in which he is a party because he is a Director shall be indemnified by the Company against reasonable Expenses incurred by him in connection with the Proceeding.

(i)If, in a suit for indemnification required by paragraph (h) above, a court of competent jurisdiction determines that the director is entitled to indemnification under that section, the court shall order indemnification and shall award to the director the Expenses incurred in securing the indemnification.

(j)If, upon application of a Director, a court of competent jurisdiction determines that a Director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he has met the standard of conduct set forth in Section l(b) or has been found liable in the circumstances described in Section l(c), the court may order such indemnification as the court determines is proper and equitable; but if the person is found liable to the Company or is found liable on the basis that personal benefit was improperly received by the person, the indemnification shall be limited to reasonable Expenses actually incurred by the person in connection with the Proceeding.

(k)Reasonable Expenses incurred by a Director who was, is, or is threatened to be made a named defendant or respondent to a Proceeding may be paid or reimbursed by the Company in advance of the final disposition of such Proceeding and without the determination specified in Section 1(f) or the authorization or determination specified in Section l(g) herein after:

(l)receipt by the Company of a written affirmation by the Director of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company as authorized in this Section 1, and a written undertaking by or on behalf of the Director to repay the amount paid or reimbursed if it shall ultimately be determined that he has not met such standard or if it is ultimately determined that indemnification of the director against Expenses incurred by him in connection with that Proceeding is prohibited by Section l(e) of this Article; and

(2)a determination that the facts then known to those making the determination would not preclude indemnification under this Section 1.

(l)The written undertaking required by Section l(k) must be an unlimited general obligation of the Director but need not be secured. It may be accepted without reference to financial ability to make repayment. Determinations and authorizations of payments under paragraph (k) shall be made in the manner specified in paragraph (f).

(m)The indemnification provided by this Section 1 shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, Bylaw, agreement, insurance policy, vote of shareholders or disinterested Directors or otherwise, both as to action in

15

their Official Capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person; provided, however, no provision for the Company to indemnify or to advance Expenses to a Director who was, is or is threatened to be made a named defendant or respondent to a Proceeding, whether contained in the Articles of Incorporation, these Bylaws, a resolution of shareholders or directors, an agreement or otherwise (except as contemplated by paragraph (r)), shall be valid unless consistent with this section or, to the extent that indemnity hereunder is limited by the Articles of Incorporation, consistent therewith.

(n)Nothing contained in this Section shall limit the Company’s power to pay or reimburse Expenses incurred by a Director in connection with his appearance as a witness in a Proceeding at a time when he is not a named defendant or respondent in the Proceeding.

(o)Unless limited by the Articles of Incorporation of the Company,

(1)an officer of the Company shall be indemnified as and to the same extent provided in paragraphs (h), (i) and (j) for a Director and shall be entitled to the same extent as a Director to seek indemnification pursuant to the provisions of those subsections; and

(2)the Company may indemnify and advance Expenses to an officer, employee or agent of the Company to the same extent that it may indemnify and advance Expenses to Directors pursuant to this Section 1.

(p)The Company may indemnify and advance Expenses to nominees and designees who are not or were not officers, employees, or agents of the Company who are or were serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise, or employee benefit plan to the same extent that it may indemnify and advance expenses to Directors under this Section 1.

(q)The Company, in addition, may indemnify and advance Expenses to an officer, employee or agent or person who is identified by Section l(p) as a nominee or designee and who is not a Director to such further extent, consistent with law, as may be provided by the Articles of Incorporation of the Company, these Bylaws, general or specific action of the Board of Directors, or contract or as permitted or required by common law.

(r)The Company may purchase and maintain insurance or another arrangement on behalf of any person who is or was a Director, officer, employee or agent of the Company, or who is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise or employee benefit plan, against any liability asserted against him and incurred by him in any such capacity of arising out of his status as such a person, whether or not the Company would have the power to indemnify him against such liability under the provisions of the Texas Business Corporation Act or this Section 1.

16

(s)Any indemnification of, or advance of Expenses to a Director in accordance with this Section shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next shareholders’ meeting or with or before the next submission to shareholders of a consent to action without a meeting pursuant to Section A, Article 9.10 of the Texas Business Corporation Act, and in any case, within the 12-month period immediately following the date of the indemnification or advance.

(t)For purposes of this Section 1, the Company shall be deemed to have requested a Director to serve an employee benefit plan whenever the performance by him of his duties to the Company also imposed duties on, or otherwise involves services by, him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a Director with respect to an employee benefit plan pursuant to applicable law shall be deemed “fines”. Action taken or omitted by him with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.

Section 2.Reliance Upon Books, Reports and Records. Neither a Director nor a member of any committee shall be liable if, in the exercise of ordinary care, he relied and acted in good faith upon written financial statements of the Company represented to him to be correct by the President or by the officer of the Company having charge of its books of account, or certified by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Company, nor shall he be so liable if, in the exercise of ordinary care and in good faith, in determining the amount available for payment of a dividend or other distribution, he considered the assets of the Company to be of their book value.

VI.

MISCELLANEOUS PROVISIONS

Section 1.Amendments. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted, at any regular meeting of the shareholders or at any special meeting of the shareholders at which a quorum is present or represented, provided notice of the proposed alteration or repeal be contained in the notice of such special meeting, by the affirmative vote of a majority of the shares entitled to vote at such meeting and present or represented thereat, or by a majority vote of the Board of Directors at any regular meeting of the Board or at any special meeting of the Board if notice of proposed alteration or repeal be contained in the notice of such special meeting, except that the Directors shall not alter, amend, or repeal any bylaw, or enact any bylaw in conflict with a bylaw, adopted by the shareholders after the original adoption of these bylaws; provided, however, that no change of the time or place of the meeting for the election of Directors shall be made within sixty (60) days next before the date on which such meeting is to be held, and that in case of any change of said time or place, notice thereof shall be given to each shareholder in person or by letter mailed to his last known post office address at least twenty (20) days before the meeting is held.

Section 2.Waiver. Whenever, under the provisions of any law, the Articles of Incorporation or amendments thereto, or these Bylaws, any notice is required to be given under

17

the provisions of these Bylaws to any shareholder, Director, or committee member, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 3.Offices. The principal office of the Company shall be designated by resolution of the Board of Directors. The Company may also have, in addition to its registered office in the State of Texas, offices at such other places as the Board of Directors may, from time to time, designate or as its business may require.

Section 4.Resignations. Any Director or officer may resign at any time. Such resignations shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the Company. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

Section 5.Seal. The seal of the Company shall be circular in form with the word “Texas” in the center and the name of the Company around the margin thereof.

Section 6.Action Without a Meeting. Any action required or permitted to be taken at a meeting of the shareholders or Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders or Directors, as the case may be, who are entitled to vote on the matter, and such consent shall have the same force and effect as a unanimous vote thereon. The signed consent shall be placed in the minute book.

Section 7.Telephone Meetings. Shareholders and Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all participants in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 8.Securities of Other Corporation. The President or any Vice President of the Company shall have power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer which may be held or owned by the Company and to make, execute, and deliver any waiver, proxy, or consent with respect to any such securities.

Section 9.Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board of Directors.

Section 10. Dividends. Dividends upon the outstanding shares of the Company, subject to the provisions of the statutes and of the Articles of Incorporation, may be declared by the Board of Directors at any regular or special meeting. Dividends may be declared and paid in cash, in property, or in shares of the Company, or in any combination thereof.

Section 11.Reserves. There may be created from time to time by resolution of the Board of Directors, out of the earned surplus of the Company, such reserve or reserves as the

18

Directors from time to time in their discretion think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Company, or for such other purpose as the Directors shall think beneficial to the Company, and the Directors may modify or abolish any such reserve in the manner in which it was created.

Section 12.Signature of Negotiable Instruments. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officer, officers, agent or agents, and in such manner, as are permitted by these Bylaws and as from time to time may be prescribed by resolution (whether general or special) of the Board of Directors or the executive committee.

Section 13.Surety Bands. Such officers and agents of the Company (if any) as the Board of Directors may direct from time to time shall be bonded for the faithful performance of their duties and for the restoration to the Company, in case of their death, resignation, retirement, disqualification or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Company, in such amounts and by such surety companies as the Board of Directors may determine. The premiums on such bonds shall be paid by the Company, and the bonds so furnished shall be in the custody of the Secretary.

Section 14.Loans and Guaranties. The Company may lend money to, guaranty obligations of, and otherwise assist its Directors, officers and employees if the Board of Directors determines that such loans, guaranties, or assistance reasonably may be expected to benefit, directly or indirectly, the Company.

Section 15.Relation to Articles of Incorporation. These Bylaws are subject to, and governed by, the Articles of Incorporation.

CERTIFICATE OF ADOPTION OF BYLAWS

The undersigned hereby certifies that these Bylaws are the true and correct Bylaws of the Company duly adopted on March 2, 1999.

Dated and executed this 2nd day of March, 1999.

By:	/s/ Robert L. Schwing
	Robert L. Schwing, Secretary

19

EX-3.165

Exhibit 3.165

CHARTER
OF
UNIPHY HEALTHCARE OF EUGENE/SPRINGFIELD I, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act, adopts the following charter for such corporation:

1.The name of the corporation is UniPhy Healthcare of Eugene/Springfield I, Inc. (the “Corporation”).

2.The address of the registered office of the Corporation in Tennessee is 3401 West End Avenue, Suite 520, Nashville, Davidson County, Tennessee 37203. The Corporation’s registered agent at the registered office is Richard E. Francis.

3.The name and address of the incorporator of the Corporation is:

Name	Address
Donald R. Moody	511 Union Street, Suite 2100
	Nashville, Tennessee 37219

4.The address of the principal office of the Corporation is 3401 West End Avenue, Suite 520, Nashville, Tennessee 37203.

5.The Corporation is for profit.

6.The maximum number of shares of capital stock that the Corporation shall have the authority to issue is one thousand (1,000) shares of Common Stock, no par value.

7.A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duly of loyalty to the Corporation or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, and (c) under Section 48-18-304 of the Tennessee Business Corporation Act. If the Tennessee Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the

Tennessee Business Corporation Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection, of a director of the Corporation existing at the time of such repeal or modification.

8.The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, hy reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture! trust or other enterprise (an “indemnilee”). The Corporation may. to the full extent permitted by law. purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not he deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (a) in any proceeding by the Corporation against such indemnitee, (b) in the event the board of directors determines that indemnification is not available under the circumstances because the officer or director has not met the standard of conduct set forth in Section 48-18-502 of the Tennessee Business Corporation Act, or (c) if a judgment or other final adjudication adverse to the indemnitee establishes his liability (x) for any breach of the duty of loyalty to the Corporation or its

shareholders, (y) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (z) under Section 48-18-304 of the Tennessee Business Corporation Act.

	/s/ Donald R. Moody
	Donald R. Moody
	Incorporator
Dated:  May 13, 1997

EX-3.166

Exhibit 3.166

BYLAWS

OF

UNIPHY HEALTHCARE OF EUGENE/SPRINGFIELD I, INC.

1.         Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the Board of Directors.

2.         Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the Board of Directors, the Chairman of the Board of Directors, if any, the President, or the holders of ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.         Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact.

4.         Directors. The business of the Corporation shall be managed by a Board of Directors consisting of no less than one and no more than five members. Vacancies in the Board of Directors may be filled by a vote of a majority of the shareholders. Directors may be removed for or without cause by the shareholders.

5.         Meetings of the Board of Directors. Regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting. Special meetings of the Board of Directors may be held at any place within or outside the State of Tennessee upon call of the President or any one director, which call shall set forth the date, time and place of meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days hi advance.

6.         Officers. The Board of Directors shall elect a President and a Secretary, and such other officers as it may deem appropriate. The President, Secretary and any other officer so appointed by the Board of Directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office, except that no person may

serve as both President and Secretary. Officers shall have the authority and responsibilities given them by the Board of Directors, and each officer shall hold office until his or her successor is elected and qualified, unless a different term is specified by the Board of Directors.

7.         Amendment of Bylaws. The Bylaws of the Corporation may be amended or repealed, and additional Bylaws may be adopted, by action of the Board of Directors or of the shareholders, but any Bylaws adopted by the Board of Directors may be amended or repealed by the shareholders.

2

EX-3.167

Exhibit 3.167

ARTICLES OF CONVERSION
OF
UNIPHY HEALTHCARE OF JOHNSON CITY VI, LLC

Pursuant to the provisions of Section 48-21-111 of the Tennessee Business Corporation Act, Uniphy Healthcare of Johnson City VI, Inc., a Tennessee corporation (the “Company”), hereby adopts the following Articles of Conversion:

1.The Company was converted to a limited liability company from a corporation.

2.The name and principal address of the Company was Uniphy Healthcare of Johnson City VI, Inc., 40 Burton Hills Blvd., Suite 500, Nashville, Davidson County, Tennessee 37215.

3.The Tennessee Secretary of State Control Number for the Company is: 0350044.

4.The Plan of Conversion attached hereto as Exhibit A is incorporated herein by reference.

5.The terms and conditions of the conversion have been approved by the unanimous vote of the shareholders.

6.The Articles of Organization of the limited liability company satisfy Section 48-205-101 of the Tennessee Limited Liability Company Act and are included in their entirety in the Plan of Conversion.

7.At the time of the filing of these Articles of Conversion, there is one (1) member of the limited liability company.

This the 30th day of December, 2004.

UNIPHY HEALTHCARE OF JOHNSON CITY VI, INC.
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell  Vice President

Exhibit A

PLAN OF CONVERSION
OF
UNIPHY HEALTHCARE OF JOHNSON CITY VI, INC.

Pursuant to fee provisions of Section 48-21-111 of the Tennessee Business Corporation Act, Uniphy Healthcare of Johnson City VI, Inc., a Tennessee corporation (the “Company”), hereby converts from a corporation into a limited liability company pursuant to the terms and conditions set forth herein:

1.Conversion of a Corporation into a LLC

(a)The Company, by the filing of the Articles of Conversion, hereby desires to convert from a corporation into a limited liability company.

(b)At the date of the filing of the Articles of Conversion (the “Effective Time”), all of the shares held by the sole shareholder of the Company, outstanding immediately prior to the Effective Time, shall, by virtue of the conversion and without any action on the part of the shareholder thereof, be converted into an equal membership of Uniphy Healthcare of Johnson City VI, LLC. At the conclusion of the conversion, the ownership of Uniphy Healthcare of Johnson City VI, LLC shall be identical to the ownership of the Company immediately prior to the conversion.

(c)As a result of the conversion and without any action on fee part of the shareholder thereof, at the Effective Time all shares of the Company shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and the sole shareholder shall thereafter cease to have any rights with respect to such shares, except fee right to retain 100% of the membership interest in Uniphy Healthcare of Johnson City VI, LLC.

2.Articles of Organization

The contents of the Articles of Organization for Uniphy Healthcare of Johnson City VI, LLC shall be as follows:

Name

The name of the limited liability company is Uniphy Healthcare of Johnson City VI, LLC (the “LLC”).

Registered Office and Agent

The address of fee registered office is 40 Burton Hills Blvd., Suite 500, Nashville, Davidson County, Tennessee 37215. The name of fee initial Registered Agent is Richard E. Francis, Jr.

Organizer

Kenneth C. Mitchell whose address is 40 Burton Hills Blvd., Suite 500, Nashville, Davidson County, Tennessee 37215, is the organizer of the LLC.

Number of Members

At the date of the filing of the Articles of Conversion, there is one (1) member.

Date of Formation

The existence of the LLC is to begin upon the filing of the Articles.

Management

The LLC shall be board-managed. The business of the LLC shall be conducted under the management of its board in accordance with the operating agreement and the Act.

Principal Executive Office

The Principal Executive Office of the LLC is 40 Burton Hills Blvd., Suite 500, Nashville, Davidson County, Tennessee 37215.

Transfer of Membership Interest

No Member may transfer or assign his membership interest or any part thereof to any person except as provided in the operating agreement. No holder may transfer or assign his financial rights to any person except as provided in the operating agreement. The consent to transfer may be by member action and/or by board action as provided in the operating agreement. In absence of a provision in the operating agreement, the default rules of the Act shall apply.

Dissolution Events

The events or actions that constitute a dissolution may be by board and/or member action or such other event as provided in the operating agreement or the having of no members. In the absence of a provision in the operating agreement, the dissolution events shall be the having of no members, or a unanimous vote of the members to dissolve.

Preemptive Rights and Right of First Refusal

Members and parties to a contribution agreement may have preemptive rights or limited preemptive rights if so provided in the operating agreement. The members and/or the LLC and/or a specific member may have rights of first refusal if they are set forth in the operating agreement.

Action on Recommendation

If the operating agreement so provides, action on recommendation as permitted in T.C.A. §48-223-103 shall be allowed.

Expulsion

If the operating agreement so provides, a member may be expelled as provided therein.

3.Approval of the Conversion

(a)This Plan of Conversion was duly approved and adopted by a unanimous vote of the shareholders of the Company on December 29, 2004.

(b)This Plan of Conversion was duly approved and adopted by a unanimous vote of the directors of the Company on December 29, 2004.

4.Adoption of the Operating Agreement

The approval and adoption of the terms and conditions set forth in this Plan of Conversion and in the Articles of Conversion shall be deemed to be an execution of the operating agreement by the members of the LLC.

5.Effective Date

The conversion shall become effective upon the filing of the Articles of Conversion with the Secretary of State.

EX-3.168

Exhibit 3.168

SINGLE MEMBER OPERATING AGREEMENT

OPERATING AGREEMENT
OF
UNIPHY HEALTHCARE OF JOHNSON CITY VI, LLC

Members

	Aggregate Percentage Interest				Cash Contributed or Agreed Value of Other Property or
Name, Address, SSN	Financial		Governance		Services Contributed
Symbion, Inc. 40 Burton Hills Blvd. Suite 500 Nashville, Tennessee 37215 FEIN: 62-1625480	100	%	100	%	$

ATTEST: The above information is true,
complete and correct this the 29 day of
December, 2004.

/s/ R. Dale Kennedy

Secretary

1

SINGLE MEMBER OPERATING AGREEMENT

UNIPHY HEALTHCARE OF JOHNSON CITY VI, LLC
OPERATING AGREEMENT

Parties to Contribution Agreements

Name, Address, SS# Class of Membership Interest
and Percentage Interest to be
Acquired Amount of Cash or Value of
Property or Services Required to
be Contributed Time at Which Contribution is
Required to be Made

ATTEST: The above information is true,
complete and correct this the 29 day of
December, 2004.

/s/ R. Dale Kennedy

Secretary

2

SINGLE MEMBER OPERATING AGREEMENT

UNIPHY HEALTHCARE OF JOHNSON CITY VI, LLC
OPERATING AGREEMENT

Parties to Contribution Allowance Agreements

Name, Address, SS# Class of Membership Interest 
and Percentage Interest Able 
to be Acquired Amount of Cash or Value of Property
or Services that must be Contributed to 
Acquire Interest Time at Which 
Contribution is to be 
Made

ATTEST: The above information is true,
complete and correct this the 29 day of
December, 2004.

/s/ R. Dale Kennedy

Secretary

3

SINGLE MEMBER OPERATING AGREEMENT

UNIPHY HEALTHCARE OF JOHNSON CITY VI, LLC
OPERATING AGREEMENT

Assignees of Financial Rights

Name, Address, SS# Name of 
Assignor Amount of Financial Rights Assigned

ATTEST: The above information is true,
complete and correct this the 29 day of
December, 2004.

/s/ R. Dale Kennedy

Secretary

4

SINGLE MEMBER OPERATING AGREEMENT

UNIPHY HEALTHCARE OF JOHNSON CITY VI, LLC
OPERATING AGREEMENT

Managers

Chief Manager and President:	Gregg Stanley
Chief Financial Officer
Secretary and Treasurer:	Darrell Naish
Chief Development Officer
and Sr. Vice President:	William V. B. Webb
Vice President	Kenneth C. Mitchell
Governors:	Clifford G. Adlerz
	R. Dale Kennedy
	Kenneth C. Mitchell
Principal Executive Office:	40 Burton Hills Blvd.
	Suite 500
	Nashville, Tennessee 37215

Except as provided herein, the LLC shall be controlled by the default rules of the Act and the provisions of the Articles. The LLC shall be board-managed. The Membership Interests (Financial Rights and Governance Rights) are as set forth herein. In order to make a distribution greater than the amount required to pay federal income taxes on the income of the LLC, all distributions shall require the consent of a majority of the Governors. There shall, to the extent reasonably possible, be annual distributions equal to the federal tax on the taxable income of the LLC. Membership Interests and Financial Rights may only be assigned upon the Majority Vote of the Governors. New Members may only be admitted on a Majority Vote of the Governors. For these purposes, “Majority Vote” shall mean a majority of the Governance Rights entitled to vote on the matter, or with respect to Governors, a majority in number of Governors entitled to vote, whether or not present at a meeting. The only dissolution events shall be the having of no Members or a Majority Vote of the Members to dissolve the LLC.

This the 29th day of December, 2004.

SYMBION, INC.
By:	/s/ Kenneth C. Mitchell
Kenneth C. Mitchell
Chief Financial Officer and Senior Vice President of Finance
		ATTEST: The above information is true, complete and correct this the 29 day of December, 2004.
		/s/ R. Dale Kennedy
		Secretary

5

EX-3.169

Exhibit 3.169

CHARTER
OF
UNIPHY HEALTHCARE OF LOUISVILLE, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act, adopts the following charter for such corporation:

1.The name of the corporation is UniPhy Healthcare of Louisville, Inc. (the “Corporation”).

2.The address of the registered office of the Corporation in Tennessee is 3401 West End Avenue, Suite 760, Nashville, Davidson County, Tennessee 37203. The Corporation’s registered agent at the registered office is Richard E. Francis, Jr.

3.The name and address of the incorporator of the Corporation is:

Name	Address
Donald R. Moody	511 Union Street, Suite 2100
	Nashville, Tennessee 37219

4.The address of the principal office of the Corporation is 3401 West End Avenue, Suite 520, Nashville, Tennessee 37203.

5.The Corporation is for profit.

6.The maximum number of shares of capital stock that the Corporation shall have the authority to issue is one thousand (1,000) shares of Common Stock, no par value.

7.A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, and (c) under Section 48-18-304 of the Tennessee Business Corporation Act. If the Tennessee Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

8.The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (a) in any proceeding by the Corporation against such indemnitee, (b) in the event the board of directors determines that indemnification is not available under the circumstances because the officer or director has not met the standard of conduct set forth in Section 48-18-502 of the Tennessee Business Corporation Act, or (c) if a judgment or other final adjudication adverse to the indemnitee establishes his liability (x) for any breach of the duty of loyalty to the Corporation or its shareholders, (y) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (z) under Section 48-18-304 of the Tennessee Business Corporation Act.

/s/ Donald R. Moody

Donald R. Moody

Incorporator

Dated:  September 16, 1998

EX-3.170

Exhibit 3.170

BYLAWS
OF
UNIPHY HEALTHCARE OF LOUISVILLE, INC.

1.         Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the Board of Directors.

2.         Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the Board of Directors, the Chairman of the Board of Directors, if any, the President, or the holders of ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.         Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact.

4.         Directors. The business of the Corporation shall be managed by a Board of Directors consisting of no less than one and no more than five members. Vacancies in the Board of Directors may be filled by a vote of a majority of the shareholders. Directors may be removed for or without cause by the shareholders.

5.         Meetings of the Board of Directors. Regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting. Special meetings of the Board of Directors may be held at any place within or outside the State of Tennessee upon call of the President or any one director, which call shall set forth the date, time and place of meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient tune, which need not exceed two days hi advance.

6.         Officers. The Board of Directors shall elect a President and a Secretary, and such other officers as it may deem appropriate. The President, Secretary and any other officer so appointed by the Board of Directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office, except that no person may serve as both President and Secretary. Officers shall have the authority and responsibilities given them by the Board of Directors, and each officer shall hold office until his or her successor is elected and qualified, unless a different term is specified by the Board of Directors.

7.         Amendment of Bylaws. The Bylaws of the Corporation may be amended or repealed, and additional Bylaws may be adopted, by action of the Board of Directors or of the shareholders, but any Bylaws adopted by the Board of Directors may be amended or repealed by the shareholders.

2

EX-3.171

Exhibit 3.171

CHARTER
OF
UNIPHY HEALTHCARE OF MAINE I, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act, adopts the following charter for such corporation:

1.The name of the corporation is UniPhy Healthcare of Maine I, Inc. (the “Corporation”).

2.The address of the registered office of the Corporation in Tennessee is 3401 West End Avenue, Suite 520, Nashville, Davidson County, Tennessee 37203. The Corporation’s registered agent at the registered office is Richard E. Francis.

3.The name and address of the incorporator of the Corporation is:

Name	Address
Donald R. Moody	511 Union Street, Suite 2100
	Nashville, Tennessee 37219

4.The address of the principal office of the Corporation is 3401 West End Avenue, Suite 520, Nashville, Tennessee 37203.

5.The Corporation is for profit.

6.The maximum number of shares of capital stock that the Corporation shall have the authority to issue is one thousand (1,000) shares of Common Stock, no par value.

7.A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, and (c) under Section 48-18-304 of the Tennessee Business Corporation Act. If the Tennessee Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the

Tennessee Business Corporation Act, as so amended. Any repeal or modification of the forgoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

8.The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (a) in any proceeding by the Corporation against such indemnitee, (b) in the event the board of directors determines that indemnification is not available under the circumstances because the officer or director has not met the standard of conduct set forth in Section 48-18-502 of the Tennessee Business Corporation Act, or (c) if a judgment or other final adjudication adverse to the indemnitee establishes his liability (x) for any breach of the duty of loyalty to the Corporation or its

shareholders, (y) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (z) under Section 48-18-304 of the Tennessee Business Corporation Act:

/s/ Donald R. Moody

Donald R. Moody

Incorporator

Dated: May 28, 1997

EX-3.172

Exhibit 3.172

BYLAWS
OF
UNIPHY HEALTHCARE OF MAINE I, INC.

1.Annual Meeting of the Shareholders.  The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the Board of Directors.

2.Special Meetings of the Shareholders.  Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the Board of Directors, the Chairman of the Board of Directors, if any, the President, or the holders of ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.Transfer of Stock.  The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact.

4.Directors.  The business of the Corporation shall be managed by a Board of Directors consisting of no less than one and no more than five members. Vacancies in the Board of Directors may be filled by a vote of a majority of the shareholders. Directors may be removed for or without cause by the shareholders.

5.Meetings of the Board of Directors.  Regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting. Special meetings of the Board of Directors may be held at any place within or outside the State of Tennessee upon call of the President or any one director, which call shall set forth the date, time and place of meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance.

6.Officers.  The Board of Directors shall elect a President and a Secretary, and such other officers as it may deem appropriate. The President, Secretary and any other officer so appointed by the Board of Directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office, except that no person may

serve as both President and Secretary. Officers shall have the authority and responsibilities given them by the Board of Directors, and each officer shall hold office until his or her successor is elected and qualified, unless a different term is specified by the Board of Directors.

7.Amendment of Bylaws.  The Bylaws of the Corporation may be amended or repealed, and additional Bylaws may be adopted, by action of the Board of Directors or of the shareholders, but any Bylaws adopted by the Board of Directors may be amended or repealed by the shareholders.

2

EX-3.173

Exhibit 3.173

ARTICLES OF CONVERSION
OF
UNIPHY HEALTHCARE OF MEMPHIS I, LLC

Pursuant to the provisions of Section 48-21-111 of the Tennessee Business Corporation Act, Uniphy Healthcare of Memphis I, Inc., a Tennessee corporation (the “Company”), hereby adopts the following Articles of Conversion:

1.         The Company was converted to a limited liability company from a corporation.

2.         The name and principal address of the Company was Uniphy Healthcare of Memphis I, Inc., 40 Burton Hills Blvd., Suite 500, Nashville, Davidson County, Tennessee 37215.

3.         The Tennessee Secretary of State Control Number for the Company is: 0316741.

4.         The Plan of Conversion attached hereto as Exhibit A is incorporated herein by reference.

5.         The terms and conditions of the conversion have been approved by the unanimous vote of the shareholders.

6.         The Articles of Organization of the limited liability company satisfy Section 48-205-101 of the Tennessee Limited Liability Company Act and are included in their entirety in the Plan of Conversion.

7.         At the time of the filing of these Articles of Conversion, there is one (1) member of the limited liability company.

This the 30th day of December, 2004.

UNIPHY HEALTHCARE OF MEMPHIS I, INC.
By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell
	Vice President

Exhibit A

PLAN OF CONVERSION
OF
UNIPHY HEALTHCARE OF MEMPHIS I, INC.

Pursuant to the provisions of Section 48-21-111 of the Tennessee Business Corporation Act, Uniphy Healthcare of Memphis I, Inc., a Tennessee corporation (the “Company”), hereby converts from a corporation into a limited liability company pursuant to the terms and conditions set forth herein:

1.        Conversion of a Corporation into a LLC

(a)       The Company, by the filing of the Articles of Conversion, hereby desires to convert from a corporation into a limited liability company.

(b)       At the date of the filing of the Articles of Conversion (the “Effective Time”), all of the shares held by the sole shareholder of the Company, outstanding immediately prior to the Effective Time, shall, by virtue of the conversion and without any action on the part of the shareholder thereof, be converted into an equal membership of Uniphy Healthcare of Memphis I, LLC. At the conclusion of the conversion, the ownership of Uniphy Healthcare of Memphis I, LLC shall be identical to the ownership of the Company immediately prior to the conversion.

(c)       As a result of the conversion and without any action on the part of the shareholder thereof, at the Effective Time all shares of the Company shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and the sole shareholder shall thereafter cease to have any rights with respect to such shares, except the right to retain 100% of the membership interest in Uniphy Healthcare of Memphis I, LLC.

2.        Articles of Organization

The contents of the Articles of Organization for Uniphy Healthcare of Memphis I, LLC shall be as follows:

Name

The name of the limited liability company is Uniphy Healthcare of Memphis I, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Blvd., Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent is Richard E. Francis, Jr.

Organizer

Kenneth C. Mitchell whose address is 40 Burton Hills Blvd., Suite 500, Nashville, Davidson County, Tennessee 37215, is the organizer of the LLC.

Number of Members

At the date of the filing of the Articles of Conversion, there is one (1) member.

Date of Formation

The existence of the LLC is to begin upon the filing of the Articles.

Management

The LLC shall be board-managed. The business of the LLC shall be conducted under the management of its board in accordance with the operating agreement and the Act.

Principal Executive Office

The Principal Executive Office of the LLC is 40 Burton Hills Blvd., Suite 500, Nashville, Davidson County, Tennessee 37215.

Transfer of Membership Interest

No Member may transfer or assign his membership interest or any part thereof to any person except as provided in the operating agreement. No holder may transfer or assign his financial rights to any person except as provided in the operating agreement. The consent to transfer may be by member action and/or by board action as provided in the operating agreement. In absence of a provision in the operating agreement, the default rules of the Act shall apply.

Dissolution Events

The events or actions that constitute a dissolution may be by board and/or member action or such other event as provided in the operating agreement or the having of no members. In the absence of a provision in the operating agreement, the dissolution events shall be the having of no members, or a unanimous vote of the members to dissolve.

Preemptive Rights and Right of First Refusal

Members and parties to a contribution agreement may have preemptive rights or limited preemptive rights if so provided in the operating agreement. The members and/or the LLC and/or a specific member may have rights of first refusal if they are set forth in the operating agreement.

Action on Recommendation

If the operating agreement so provides, action on recommendation as permitted in T.C.A. §48-223-103 shall be allowed.

Expulsion

If the operating agreement so provides, a member may be expelled as provided therein.

3.        Approval of the Conversion

(a) This Plan of Conversion was duly approved and adopted by a unanimous vote of the shareholders of the Company on December 29, 2004.

(b) This Plan of Conversion was duly approved and adopted by a unanimous vote of the directors of the Company on December 29, 2004.

4.        Adoption of the Operating Agreement

The approval and adoption of the terms and conditions set forth in this Plan of Conversion and in the Articles of Conversion shall be deemed to be an execution of the operating agreement by the members of the LLC.

5.        Effective Date

The conversion shall become effective upon the filing of the Articles of Conversion with the Secretary of State.

EX-3.174

Exhibit 3.174

SINGLE MEMBER OPERATING AGREEMENT

OPERATING AGREEMENT
OF

UNIPHY HEALTHCARE OF MEMPHIS I, LLC

Members

	Aggregate Percentage Interest				Cash Contributed or Agreed Value of Other Property or
Name, Address, SSN	Financial		Governance		Services Contributed
Symbion, Inc. 40 Burton Hills Blvd. Suite 500 Nashville, Tennessee 37215	100	%	100	%	$
FEIN: 62-1625480

ATTEST: The above information is true,
complete and correct this the 29 day of
December, 2004.

  /s/ R. Dale Kennedy

Secretary

1

SINGLE MEMBER OPERATING AGREEMENT

UNIPHY HEALTHCARE OF MEMPHIS I, LLC
OPERATING AGREEMENT

Parties to Contribution Agreements

Name, Address, SS# Class of Membership Interest
and Percentage Interest to be
Acquired Amount of Cash or Value of
Property or Services Required to
be Contributed Time at Which Contribution is
Required to be Made

ATTEST: The above information is true,
complete and correct this the 29 day of
December, 2004.

  /s/ R. Dale Kennedy

Secretary

2

SINGLE MEMBER OPERATING AGREEMENT

UNIPHY HEALTHCARE OF MEMPHIS I, LLC
OPERATING AGREEMENT

Parties to Contribution Allowance Agreements

Name, Address, SS# Class of Membership Interest
and Percentage Interest Able
to be Acquired Amount of Cash or Value of Property
or Services that must be Contributed to
Acquire Interest Time at Which
Contribution is to be
Made

ATTEST: The above information is true,
complete and correct this the 29 day of
December, 2004.

  /s/ R. Dale Kennedy

Secretary

3

SINGLE MEMBER OPERATING AGREEMENT

UNIPHY HEALTHCARE OF MEMPHIS I, LLC
OPERATING AGREEMENT

Assignees of Financial Rights

Name, Address, SS# Name of
Assignor Amount of Financial Rights Assigned

ATTEST: The above information is true,
complete and correct this the 29 day of
December, 2004.

  /s/ R. Dale Kennedy

Secretary

4

SINGLE MEMBER OPERATING AGREEMENT

UNIPHY HEALTHCARE OF MEMPHIS I, LLC
OPERATING AGREEMENT

Managers

Chief Manager and President:	Gregg Stanley
Chief Financial Officer,
Secretary and Treasurer:	Darrell Naish
Chief Development Officer
and Sr. Vice President:	William V. B. Webb
Vice President	Kenneth C. Mitchell
Governors:	Clifford G. Adlerz
	R. Dale Kennedy
	Kenneth C. Mitchell
Principal Executive Office:	40 Burton Hills Blvd.
	Suite 500
	Nashville, Tennessee 37215

Except as provided herein, the LLC shall be controlled by the default rules of the Act and the provisions of the Articles. The LLC shall be board-managed. The Membership Interests (Financial Rights and Governance Rights) are as set forth herein. In order to make a distribution greater than the amount required to pay federal income taxes on the income of the LLC, all distributions shall require the consent of a majority of the Governors. There shall, to the extent reasonably possible, be annual distributions equal to the federal tax on the taxable income of the LLC. Membership Interests and Financial Rights may only be assigned upon the Majority Vote of the Governors. New Members may only be admitted on a Majority Vote of the Governors. For these purposes, “Majority Vote” shall mean a majority of the Governance Rights entitled to vote on the matter, or with respect to Governors, a majority in number of Governors entitled to vote, whether or not present at a meeting. The only dissolution events shall be the having of no Members or a Majority Vote of the Members to dissolve the LLC.

This the 29th day of December, 2004.
	SYMBION, INC.
	By:	/s/ Kenneth C. Mitchell
	Kenneth C. Mitchell
	Chief Financial Officer and
	Senior Vice President of Finance
			ATTEST: The above information is true, complete and correct this the 29 day of December, 2004.
			/s/ R. Dale Kennedy
			Secretary

5

EX-3.175

Exhibit 3.175

CHARTER
OF
UNIPHY HEALTHCARE OF MEMPHIS II, INC.

The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act, adopts the following charter for such corporation:

1.         The name of the corporation is UniPhy Healthcare of Memphis II, Inc. (the “Corporation”).

2.         The address of the registered office of the Corporation in Tennessee is 3401 West End Avenue, Suite 520, Nashville, Davidson County, Tennessee 37203. The Corporation’s registered agent at the registered office is Richard E. Francis.

3.         The name and address of the incorporator of the Corporation is:

Name	Address
J. Reginald Hill	511 Union Street, Suite 2100
	Nashville, Tennessee 37219

4.         The address of the principal office of the Corporation is 3401 West End Avenue, Suite 520, Nashville, Tennessee 37203.

5.         The Corporation is for profit.

6.         The maximum number of shares of capital stock that the Corporation shall have the authority to issue is one thousand (1,000) shares of Common Stock, no par value.

7.         A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, and (c) under Section 48-18-304 of the Tennessee Business Corporation Act. If the Tennessee Business Corporation Act is amended to

authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

8.         The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (a) in any proceeding by the Corporation against such indemnitee, (b) in the event the board of directors determines that indemnification is not available under the circumstances because the officer or director has not met the standard of conduct set forth in Section 48-18-502 of the Tennessee Business Corporation Act, or

2

(c) if a judgment or other final adjudication adverse to the indemnitee establishes his liability (x) for any breach of the duty of loyalty to the Corporation or its shareholders, (y) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (z) under Section 48-18-304 of the Tennessee Business Corporation Act.

	/s/ J. Reginald Hill
	J. Reginald Hill
	Incorporator
Dated: August 26, 1996

3

EX-3.176

Exhibit 3.176

BYLAWS

OF

UNIPHY HEALTHCARE OF MEMPHIS II, INC.

1.         Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the Board of Directors.

2.         Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the Board of Directors, the Chairman of the Board of Directors, if any, the President, or the holders of ten percent of the issued and outstanding shares of capital stock entitled to vote.

3.         Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact.

4.         Directors. The business of the Corporation shall be managed by a Board of Directors consisting of no less than one and no more than five members. Vacancies in the Board of Directors may be filled by a vote of a majority of the shareholders. Directors may be removed for or without cause by the shareholders.

5.         Meetings of the Board of Directors. Regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting. Special meetings of the Board of Directors may be held at any place within or outside the State of Tennessee upon call of the President or any one director, which call shall set forth the date, time and place of meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance.

6.         Officers. The Board of Directors shall elect a President and a Secretary, and such other officers as it may deem appropriate. The President, Secretary and any other officer

so appointed by the Board of Directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office, except that no person may serve as both President and Secretary. Officers shall have the authority and responsibilities given them by the Board of Directors, and each officer shall hold office until his or her successor is elected and qualified, unless a different term is specified by the Board of Directors.

7.         Amendment of Bylaws. The Bylaws of the Corporation may be amended or repealed, and additional Bylaws may be adopted, by action of the Board of Directors or of the shareholders, but any Bylaws adopted by the Board of Directors may be amended or repealed by the shareholders.

2

EX-3.177

Exhibit 3.177

CERTIFICATE OF FORMATION

OF

UNIPHY HEALTHCARE OF MEMPHIS III, LLC

Pursuant to the provisions of §48-203-102 of the Tennessee Limited Liability Company Act, the undersigned hereby submits the following statement.

1.         The limited liability company will be formed at 11:59 p.m. on December 31, 2007.

Signature Date: December 21, 2007

UNIPHY HEALTHCARE OF MEMPHIS III, LLC
By:	/s/ Andrew E. Loope
Andrew E. Loope, Authorized Person

EXHIBIT A

Articles of Organization

Name

The name of the limited liability company is UniPhy Healthcare of Memphis III, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial registered agent is Clifford G. Adlerz.

Organizer

Andrew E. Loope, Esq., whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760, is the organizer of the LLC.

Number of Members

At the date of the filing of the Certificate of Conversion, there is one (1) member.

Date of Formation

The existence of the LLC is to begin at the Effective Time, which is 11:59 p.m. on December 31, 2007.

Management

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

Principal Executive Office

The principal executive office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

CERTIFICATE OF CONVERSION

OF

UNIPHY HEALTHCARE OF MEMPHIS III, INC.

Pursuant to the provisions of Section 48-21-111 of the Tennessee Business Corporation Act, UniPhy Healthcare of Memphis III, Inc., a Tennessee corporation originally formed on August 14, 2003, (the “Company”), hereby adopts the following Certificate of Conversion:

1. The Company will be converted to a limited liability company from a corporation effective at 11:59 p.m. on December 31, 2007.

2. The name of the Company immediately prior the conversion was UniPhy Healthcare of Memphis III, Inc. and the principal address of the Company was 40 Burton Hills Boulevard, Suite 500, Nashville, Tennessee 37215.

3. The name of the domestic limited liability company, as set forth in its Articles of Organization, is UniPhy Healthcare of Memphis III, LLC.

3. The Plan of Conversion attached hereto as Exhibit A is incorporated herein by reference.

4. The terms and conditions of the conversion have been approved by the Company’s sole shareholder.

5. The Articles of Organization of the limited liability company satisfy Section 48-205-101 of the Tennessee Limited Liability Company Act and are included in their entirety in the Plan of Conversion.

6. At the time of the conversion, there will be one (1) member of the limited liability company.

December 21, 2007.

UNIPHY HEALTHCARE OF MEMPHIS III, INC.
By:	/s/ Teresa F. Sparks
	Teresa F. Sparks Vice President

EXHIBIT A

Plan of Conversion

See attached.

PLAN OF CONVERSION

OF

UNIPHY HEALTHCARE OF MEMPHIS III, INC.

Pursuant to the provisions of Section 48-21-111 of the Tennessee Business Corporation Act, UniPhy Healthcare of Memphis III, Inc., a Tennessee corporation (the “Company”), hereby converts from a corporation into a limited liability company pursuant to the terms and conditions set forth herein:

1. Conversion of the Company into a Limited Liability Company

(a) The Company, by the filing of the Certificate of Conversion, will convert from a corporation into a limited liability company. The name of the limited liability company into which the Company will be converted is UniPhy Healthcare of Memphis III, LLC (the “LLC”).

(b) At 11:59 p.m. on December 31, 2007 (the “Effective Time”), all of the shares held by the sole shareholder of the Company shall, by virtue of the conversion and without any action on the part of such shareholder, be converted into 100% of the membership interests of the LLC. At the conclusion of the conversion, the ownership of the LLC shall be identical to the ownership of the Company immediately prior to the conversion.

(c) As a result of the conversion and without any action on the part of the Company’s sole shareholder, at the Effective Time, all shares of the Company shall cease to be outstanding, shall be canceled and retired and shall cease to exist, and the Company’s sole shareholder shall thereafter cease to have any rights with respect to such shares, except the right to retain 100% of the membership interests of the LLC.

2. Articles of Organization

The contents of the Articles of Organization for the LLC are set forth on Exhibit A attached hereto.

3. Approval of the Conversion

(a) This Plan of Conversion was duly approved and adopted by the directors of the Company on December 21, 2007.

(b) This Plan of Conversion was duly approved and adopted by the sole shareholder of the Company on December 21, 2007.

4. Adoption of the Operating Agreement

The approval and adoption of the terms and conditions set forth in this Plan of Conversion and in the Certificate of Conversion shall be deemed to be an execution of the operating agreement by the sole member of the LLC.

5. Effective Date

The conversion shall become effective at the Effective Time, as defined in Section l(b) of this Plan of Conversion.

EX-3.178

Exhibit 3.178

OPERATING AGREEMENT

OF

UNIPHY HEALTHCARE OF MEMPHIS III, LLC

This Operating Agreement (the “Agreement”) of UNIPHY HEALTHCARE OF MEMPHIS III, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between Symbion Ambulatory Resource Centres, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of December 31, 2007.

WHEREAS, the Member desires to adopt an operating agreement in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.        Organization. Effective December 31, 2007, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.        Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.        Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.        Term. The Company commenced on the effective date of the Articles and will continue in existence until terminated pursuant to this Agreement.

Section 5.        Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.        Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.        Address. The address of the Member is set forth below:

c/o Symbion Ambulatory Resource Centres, Inc.

40 Burton Hills Boulevard

Suite 500

Nashville, TN 37215

Section 8.        New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.        Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.      Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in an amount agreed to by the Member and the Company. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.      Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.      Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.      Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.      President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.      Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 16.      Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.      Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231 (a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.      Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.      Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.      Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.      Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
UNIPHY HEALTHCARE OF MEMPHIS III, LLC
By:	/s/ Teresa F. Sparks
	Teresa F. Sparks, Vice President
MEMBER:
SYMBION AMBULATORY RESOURCE CENTRES, INC.
By:	/s/ Teresa F. Sparks
	Teresa F. Sparks, Vice President

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EX-3.179

Exhibit 3.179

CERTIFICATE OF FORMATION

OF

UNIPHY HEALTHCARE OF MEMPHIS IV, LLC

Pursuant to the provisions of §48-203-102 of the Tennessee Limited Liability Company Act, the undersigned hereby submits the following statement.

1.         The limited liability company will be formed at 11:59 p.m. on December 31, 2007.

Signature Date: December 21, 2007

UNIPHY HEALTHCARE OF MEMPHIS IV, LLC
By:	/s/ Andrew E. Loope
Andrew E. Loope, Authorized Person

EXHIBIT A

Articles of Organization

Name

The name of the limited liability company is UniPhy Healthcare of Memphis IV, LLC (the “LLC”).

Registered Office and Agent

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial registered agent is Clifford G. Adlerz.

Organizer

Andrew E. Loope, Esq., whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760, is the organizer of the LLC.

Number of Members

At the date of the filing of the Certificate of Conversion, there is one (1) member.

Date of Formation

The existence of the LLC is to begin at the Effective Time, which is 11:59 p.m. on December 31, 2007.

Management

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a manager-managed or director-managed limited liability company and direct the secretary to file an amendment to the Articles so signifying.

Principal Executive Office

The principal executive office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

CERTIFICATE OF CONVERSION

OF

UNIPHY HEALTHCARE OF MEMPHIS IV, INC.

Pursuant to the provisions of Section 48-21-111 of the Tennessee Business Corporation Act UniPhy Healthcare of Memphis IV, Inc., a Tennessee corporation originally formed on August 14, 2003, (the “Company”), hereby adopts the following Certificate of Conversion:

1.         The Company will be converted to a limited liability company from a corporation effective at 11:59 p.m. on December 31, 2007.

2.         The name of the Company immediately prior the conversion was UniPhy Healthcare of Memphis IV, Inc. and the principal address of the Company was 40 Burton Hills Boulevard, Suite 500, Nashville, Tennessee 37215.

3.         The name of the domestic limited liability company, as set forth in its Articles of Organization, is UniPhy Healthcare of Memphis IV, LLC.

3.         The Plan of Conversion attached hereto as Exhibit A is incorporated herein by reference.

4.         The terms and conditions of the conversion have been approved by the Company’s sole shareholder.

5.         The Articles of Organization of the limited liability company satisfy Section 48-205-101 of the Tennessee Limited Liability Company Act and are included in their entirety in the Plan of Conversion.

6.         At the time of the conversion, there will be one (1) member of the limited liability company.

December 21, 2007.

UNIPHY HEALTHCARE OF MEMPHIS IV, INC.
By:	/s/ Teresa F. Sparks
	Teresa F. Sparks
	Vice President

EXHIBIT A

Plan of Conversion

See attached.

PLAN OF CONVERSION

OF

UNIPHY HEALTHCARE OF MEMPHIS IV, INC.

Pursuant to the provisions of Section 48-21-111 of the Tennessee Business Corporation Act, UniPhy Healthcare of Memphis IV, Inc., a Tennessee corporation (the “Company”), hereby converts from a corporation into a limited liability company pursuant to the terms and conditions set forth herein:

1.Conversion of the Company into a Limited Liability Company

(a)The Company, by the filing of the Certificate of Conversion, will convert from a corporation into a limited liability company. The name of the limited liability company into which the Company will be converted is UniPhy Healthcare of Memphis IV, LLC (the “LLC”).

(b)At 11:59 p.m. on December 31, 2007 (the “Effective Time”), all of the shares held by the sole shareholder of the Company shall, by virtue of the conversion and without any action on the part of such shareholder, be converted into 100% of the membership interests of the LLC. At the conclusion of the conversion, the ownership of the LLC shall be identical to the ownership of the Company immediately prior to the conversion.

(c)As a result of the conversion and without any action on the part of the Company’s sole shareholder, at the Effective Time, all shares of the Company shall cease to be outstanding, shall be canceled and retired and shall cease to exist, and the Company’s sole shareholder shall thereafter cease to have any rights with respect to such shares, except the right to retain 100% of the membership interests of the LLC.

2.Articles of Organization

The contents of the Articles of Organization for the LLC are set forth on Exhibit A attached hereto.

3.Approval of the Conversion

(a)This Plan of Conversion was duly approved and adopted by the directors of the Company on December 21, 2007.

(b)This Plan of Conversion was duly approved and adopted by the sole shareholder of the Company on December 21, 2007.

4.Adoption of the Operating Agreement

The approval and adoption of the terms and conditions set forth in this Plan of Conversion and in the Certificate of Conversion shall be deemed to be an execution of the operating agreement by the sole member of the LLC.

5.Effective Date

The conversion shall become effective at the Effective Time, as defined in Section l(b) of this Plan of Conversion.

EX-3.180

Exhibit 3.180

OPERATING AGREEMENT

OF

UNIPHY HEALTHCARE OF MEMPHIS IV, LLC

This Operating Agreement (the “Agreement”) of UNIPHY HEALTHCARE OF MEMPHIS IV, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between Symbion Ambulatory Resource Centres, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of December 31, 2007.

WHEREAS, the Member desires to adopt an operating agreement in accordance with the Tennessee Revised Limited Liability Company Act (as amended, the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.      Organization. Effective December 31, 2007, the Company was formed as a Tennessee limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Tennessee (the “Articles”).

Section 2.      Registered Office; Registered Agent. The registered office of the Company in the State of Tennessee will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Tennessee will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Tennessee.

Section 3.      Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Tennessee.

Section 4.      Term. The Company commenced on the effective date of the Articles and will continue in existence until terminated pursuant to this Agreement.

Section 5.      Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.

Section 6.      Member. The Member owns 100% of the limited liability company interests in the Company.

Section 7.      Address. The address of the Member is set forth below:

     c/o Symbion Ambulatory Resource Centres, Inc.

     40 Burton Hills Boulevard

     Suite 500

     Nashville, TN 37215

Section 8.      New Members. No person may be admitted as a member of the Company without the approval of the Member.

Section 9.      Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

Section 10.    Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $10.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.

Section 11.    Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.

Section 12.    Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.

Section 13.    Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.

Section 14.    President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.

Section 15.    Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.

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Section 16.    Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the foil extent permitted by applicable law. The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 16 or otherwise.

Section 17.    Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

Section 18.    Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.

Section 19.    Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.

Section 20.    Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.

Section 21.    Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Tennessee without regard to the conflicts of law principles thereof.

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IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.

COMPANY:
UNIPHY HEALTHCARE OF MEMPHIS IV,
LLC
By:	/s/ Teresa F. Sparks
	Teresa F. Sparks, Vice President
MEMBER:
SYMBION AMBULATORY RESOURCE
CENTRES, INC.
By:	/s/ Teresa F. Sparks
	Teresa F. Sparks, Vice President

4

EX-3.181

Exhibit 3.181

JIM EDGAR

Secretary of State

State of Illinois

ARTICLES OF INCORPORATION

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned incorporator(s) hereby adopt the following Articles of Incorporation.

ARTICLE ONE	The name of the corporation is		VASC, Inc.
			(Shall contain the word “corporation”, “company”, “incorporated”.
			“limited”, or an abbreviation thereof)
ARTICLE TWO	The name and address of the initial registered agent and its registered office are:
	Registered Agent	David		A.	Bronner
		First Name		Middle Name	Last Name
	Registered Office	55		East Monroe St.	Suite 4100
		Number		Street	Suite # (A P.O. Box alone is not acceptable)
		Chicago		60603	Cook
		City		Zip Code	County

ARTICLE THREE       The purpose or purposes for which the corporation is organized are:

If not sufficient space to cover this point, add one or more sheets of this size.

The transaction of any and all lawful businesses for which corporations may be incorporated under the Illinois Business Corporation Act of 1983.

ARTICLE FOUR         Paragraph 1: The authorized shares shall be:

Class	* Par Value per share		Number of shares authorized
Common	$	0.01	10,000

Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:

If not sufficient space to cover this point, add one or more sheets of this size.

Cumulative voting of shares of stock of the corporation shall not be allowed under any circumstances.

ARTICLE FIVE          The number of shares to be issued initially, and the consideration to be received by the corporation therefor, are:

Class	* Par Value per share		Number of shares proposed to be issued	Consideration to be received therefor
Common	$	0.01	1,000	$	1,000
				$
				$
				$
TOTAL				$	1,000

*A declaration as to a “par value” is optional. This space may be marked “n/a” when no reference to a par value is desired.

ARTICLE SIX OPTIONAL The number of directors constituting the initial board of directors of the corporation is                         , and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:

Name Residential Address

ARTICLE SEVEN	OPTIONAL
	(a)       It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$
	(b)       It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$
	(c)       It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be:	$
	(d)       It is estimated that the gross amount of business which will be transacted from places of business in the State of Illinois during the following year will be:	$
ARTICLE EIGHT	OTHER PROVISIONS
	Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing pre-emptive rights; denying cumulative voting; regulating internal affairs; voting majority requirements; fixing a duration other than perpetual; etc.

NAMES & ADDRESSES OF INCORPORATORS

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated July 25, 1984
	Signatures and Names		Post Office Address
1.	/s/ Candace K. Fullmer	1.	Suite 4100, 55 E. Monroe St.
	Signature			Street
	Candace K. Fullmer		Chicago	Illinois	60603
	Name (please print)		City/Town	State	Zip
2.		2.
	Signature			Street
	Name (please print)		City/Town	State	Zip
3.		3.
	Signature			Street
	Name (please print)		City/Town	State	Zip

(Signatures must be in ink on original document. Carbon copy, xerox or rubber stamp signatures may only be used on conformed copies)

NOTE: If a corporation acts as incorporator, the name of the corporation and the state of incorporation shall be shown and the execution shall be by its President or Vice-President and verified by him, and attested by its Secretary or an Assistant Secretary.

EX-3.182

Exhibit 3.182

BY-LAWS

OF

VALLEY AMBULATORY SURGERY CENTER

VALLEY AMBULATORY SURGERY CENTER
ST. CHARLES, ILLINOIS 60175

BY-LAWS OF VALLEY AMBULATORY SURGERY CENTER

TABLE OF CONTENTS

		PAGE
Article I.	Name and Ownership		l
Article II.	Governance		1
Section 1.	Authority and Responsibility		1
Section 2.	Officers		2
Section 3.	Qualifications		4
Section 4.	Functions		4
Section 5.	Term of Office, Election and Vacancies		6
Section 6.	Resignation and Removal of Directors		6
Section 7.	Quorum and Voting Requirements		6
Section 8.	Meetings		7
Article III:	Committees		7
Section 1.	Consulting Committee		7
Section 2.	Ad Hoc Committees		8
Article IV:	Professional Services		8
Section 1.	Medical Staff		8
Section 2.	Nursing Services		9
Section 3.	Allied Health Professional Personnel		9
Article V:	Quality Assurance		9
Section 1.	Quality Assurance Program		9
Article VI:	Fiscal Year		10
Article VII:	Adoption of By-Laws and Periodic Review		10
Article VIII:	Amendments		10
Signatures			10

VALLEY AMBULATORY SURGERY CENTER
ST. CHARLES, ILLINOIS

BY-LAWS OF VALLEY AMBULATORY SURGERY CENTER

ARTICLE I

NAME AND OWNERSHIP

The name of the surgical facility shall be Valley Ambulatory Surgery Center, (hereinafter “Facility” or “VASC”) whose principal address is 2210 Dean Street, St. Charles, Illinois 60175. The Facility serves to provide ambulatory surgical care for patients.

ARTICLE II

GOVERNANCE

Section 1.Authority and Responsibility

All powers of authority shall be exercised by and all business affairs of the Facility shall be managed under the direction of the Board of Directors of VASC, Inc. The Board of Directors is responsible for the conduct of the Facility in accordance with the stated objectives and philosophies of the Medical Staff and conformance with laws set forth by the State of Illinois and shall be empowered to determine the mission, goals and objectives of the organization.

A.VASC Inc. is managing agent for VASC (Board of Directors of VASC, Inc.). The Board of Directors as used herein refers to VASC, Inc. acting as General Partner and as the Management Agent for VASC.

The Board of Directors is responsible for the appointment of a Facility Director, who oversees the day-to-day activities of the Facility in accordance with established policies and procedures. The Facility Director is responsible to the Medical Director and to the Board of Directors of the Facility.

B.Medical direction of the Facility shall be the responsibility of the Medical Director, appointed by the Board of Directors of Valley Ambulatory Surgery Center.

C.The Medical Director may delegate authority to the Facility Director, the Medical Staff or to any employee or independent contractor, but no such delegation of authority shall relieve the Board of its general authority, control and responsibility for the conduct of the Facility. The Board of Directors shall retain the right to rescind any such delegation of authority.

D.The Board of Directors shall have authority and responsibility for carrying out established policies of the Facility and for providing overall direction in the continuing provisions of its services. The Board of Directors shall take all reasonable steps to assure that the quality, safety and appropriateness of the Facility’s services are monitored and evaluated and that appropriate action based upon the findings is taken.

D-l.The Board of Directors shall have the authority and responsibility for approval of the list of surgical procedures to be performed by the Center including all new procedures recommended by the Consulting Committee for approval.

E.The Board of Directors shall have the authority and responsibility for establishing a system of financial management and accountability appropriate to the organization.

F.The Board of Directors shall have the authority and responsibility to operate the organization without regard to race, color, religion, sex, national origin or age, in accordance with the provisions of the Equal Opportunity Commission rules and applicable laws and in accordance with provisions of the Americans With Disabilities Act.

Section 2.Officers

A.Designation of Officers:

The officers of the Board shall be a president, vice-president, secretary and treasurer (who must be members of the Board of Directors) and such other officers as the Board may elect. Officers shall be elected by the Board of Directors at the Board’s annual meeting. All officers shall hold office for a period of one year or until their successors shall have been duly elected and qualified.

B.Duties of the President:

The president shall be the direct representative of the Board of Directors in the management of the Board, shall have all the duties and authority which such position would customarily require, including, but not limited to the following:

1.Overseeing all policies established by the Board and advising the Board on the formation of these policies.

2.Preparing written plans for the achievement of the partnership’s specific objectives to be considered by the Board and periodically reviewing and evaluating such plans.

3.Preparing an annual budget showing the expected revenue and expenditures as required by the Board.

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4.Supervising the general financial affairs of the Board.

5.Presenting to the Board or its authorized committee periodic reports reflecting the activities of the corporation and such other special reports as may be required by the Board.

6.Representing the corporation and its Board in its relationships with its affiliated organizations and its members.

7.Insuring adherence to applicable state and federal statues, rules and regulations, standards of accreditation and licensure.

8.Performing such other duties as may from time-to-time be assigned by the Board.

C.Duties of the Vice President.

1.The vice-president shall perform such duties and have such responsibilities as may be prescribed from time-to-time by the President. In the absence of the President, the Vice-President shall serve as President pro-tem.

D.Duties of the Secretary.

1.The secretary shall act as secretary of the Board of Directors and shall send or cause to be sent appropriate notices or waivers of notice regarding, board meetings, shall prepare or cause to be prepared agendas and other materials for all meetings of the Board of Directors, shall certify as to actions taken by the Board, shall act as official custodian of all records, reports and minutes of the Board of Directors and committees, shall be responsible for the keeping and reporting of adequate records of all meetings of the Board of Directors, and shall perform such duties as are customarily performed by or required of secretaries.

E.Duties of the Treasurer

1.The treasurer shall have custody and control of all funds of the Partnership and shall have such duties as are customarily performed by, or required of treasurers. The treasurer shall ensure that a true and accurate accounting of the financial transactions of the Partnership is made periodically, that reports of such transactions are presented to the Board of Directors,

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and that all accounts payable are presented to such representatives as the Board may designate for authorization of payment.

F.Removal of Officers.

1.Any officer may be removed pursuant to a two-thirds (2/3) majority vote of the Board of Directors acting in the best interests of the Partnership and subject to the contract rights, if any, of the officer. The removal of any president, vice-president, secretary or treasurer shall be subject to the approval of the Board.

Section 3.Qualifications

A.The Board of Directors may be physicians who are members of the Medical Staff. Other individuals may qualify whose profession and/or experience deems them knowledgable in the development and operation of ambulatory surgical facilities.

B.Members of the Board of Directors shall be selected on the basis of interest in and agreement with the objectives and philosophies of the Consulting Committee, willingness to accept responsibility for governance, ability to participate actively and effectively in governing activities and experience in organizational and community activities.

Section 4.Functions

A.A Director shall perform his/her duties as a Director and as a member of any committee of the Board upon which he/she may serve, in good faith, in a manner he/she reasonably believes to be in the best interest of the Facility, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

B.In performing his/her duties, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

1.One or more employees of the Facility whom the Director reasonably believes to be reliable and competent in the matters presented through the Chairperson of the Consulting Committee.

2.Legal counsel, public accountants or other persons as to matters which the Director reasonably believes to be within such person’s professional competence or expertise.

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C .A Director shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

D.A Director who performs his/her duties in compliance with this Section shall have no liability by reason of being or having been a Director of the Facility.

E.The Board of Directors shall be responsible for the establishment of policies relative to the management and operation of the Facility and shall not enter into any agreement limiting such responsibility.

F.The Board of Directors shall be responsible for the development of a mechanism that provides a systematic review of the Facility’s role in the community and those goals, policies and current programs designed to meet the community’s needs.

G.The Board of Directors shall periodically review and, if necessary, amend these by-laws, which shall be dated to indicate the time of last review.

H.The Board of Directors shall consider any amendments to the By-Laws of the Medical Staff as well as appointments to the Medical Staff and either concur in or deny the amendment or appointment. While it may delegate to the Medical Staff the authority to evaluate the professional competence of its member physicians as well as members of the allied health professions affiliated with the Facility, it shall hold the Medical Staff responsible for making recommendations to the Board of Directors concerning initial staff appointments, reappointments, and the granting, curtailment, suspension and revocation of clinical privileges. It may require the establishment by the Medical Staff of such controls as will ensure the achievement and maintenance of high standards of patient care and professional ethical practice. It shall develop and maintain suitable liaison with the Medical Staff.

I.The Board of Directors shall participate actively in the process by which the Facility shall seek to hold, and thereafter hold approval, accreditation and certification by applicable review and certifying boards and/or agencies in connection with maintaining an ambulatory surgical facility in the State of Illinois which substantially complies with all applicable standards for such facilities.

J.The Board of Directors shall establish, maintain and support through the Facility’s Administration and

5

Medical Staff an ongoing Quality Assurance/Risk Management Program that includes effective mechanisms for reviewing and evaluating patient care. The program shall be a well-defined one designed to enhance patient care through ongoing, objective assessment of important aspects of patient care and the correction of identified problems. The Board of Directors shall establish a policy on the rights of patients and shall, through the Quality Assurance/Risk Management program, monitor adherence thereto.

K.The Board of Directors shall review reports of all legal and ethical matters concerning the Facility.

Section 5.Term of Office, Election and Vacancies

A.All Directors shall be elected annually by a majority vote of the members present at the meeting to be held during the annual retreat.

B.If any vacancy in the membership of the Board of Directors shall occur for any reason whatsoever, the remaining Directors, by the affirmative vote of a majority present at any meeting where there is a quorum present, may elect a member to fill such vacancy.

Section 6.Resignation and Removal of Directors

A.Any Director may resign at any time by giving written notice of such resignation to the Chairman of the Board of Directors. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by such Chairman.

B.Any Director may be removed, for cause, at any time by the affirmative vote of a majority of Directors voting at any duly constituted meeting of the Board of Directors at which a quorum of not less than a majority of all Directors then in office is present, provided that the affected Director shall have been given at least thirty (30) days prior written notice of the charges and offered an opportunity to appear and to be heard on the matter before the Board of Directors takes final action.

Section 7.Quorum and Voting Requirements

A.Except as specifically set forth otherwise in these By-laws, or as otherwise required by law, three out of eight of the voting members of the Board of Directors shall constitute a quorum for purposes of conducting Board of Director meetings, the transaction of business or any specific item of business, and the vote of a majority of those present, if a quorum is present at such time, shall

6

be the act of the Board of Directors. Four out of eight of the voting members of the Board of Directors shall constitute a quorum for purposes of expenditures greater than $10,000.00, and the vote of a majority of those present, if a quorum is present at such time, shall be the act of the Board of Directors.

B.If a quorum is not present at any such meeting, a majority of the Directors present may adjourn such meeting to another time, but notice of such adjourned meeting shall be given to all Directors.

C.Any action required or permitted to be taken by the Board of Directors or any Committee thereof, may be taken without a meeting if all members of the Board of Directors or the Committee consent in writing to the adoption of a resolution authorizing the action. The resolution and written consents thereto by the members of the Board of Directors or Committee shall be filed with the Minutes of the proceedings of the Board of Directors or Committee.

Section 8.Meetings

The Board of Directors (VASC, Inc.), acting as the General Partner and as the Management Agent for VASC, shall meet annually or more often as may be necessary in order to transact any business which may come before the Board and for the purpose of orderly conducting the affairs of VASC. Minutes and other records of such meetings shall be maintained.

ARTICLE III

COMMITTEES

The Board of Directors, by resolution, adopted by a majority of the full Board of Directors may designate a Consulting Committee and any other appropriate committees.

The Board of Directors, by resolution, adopted in accordance with this Article, may designate one or more Directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee(s).

Section 1.Consulting Committee

The Consulting Committee shall consist of doctors who are members of the Board of Directors. The members shall elect their own Chairman. Additional members may include the anesthesiologist, pathologist and other physicians on the Medical Staff.

7

The Consulting Committee may include ad hoc members such as the various professional consultants with whom the Facility shall have agreements for health related services. The ad hoc members may be a pharmacist, infection control specialist, medical records consultant, etc. The Committee shall meet at least quarterly, in conjunction with the Quality Assurance/Risk Management Committee to review all matters relating to the operation of the Facility, including, but not limited to, infection control, tissue review, drugs and controlled substance inventory, policies and procedures, including surgical procedures, safety and medical records. It will make recommendations to the Board of Directors concerning all rules and regulations for governance of the Facility, or amendments thereto, which the Committee considers to be in the best interests of patients and the Medical Staff. The Committee shall meet at least quarterly and shall report to the Board of Directors at its regularly scheduled meetings.

Section 2.Ad Hoc Committees

Ad hoc committees may be appointed by the Chairman with the concurrence of the Board of Directors for such special tasks as circumstances warrant. An ad hoc committee shall limit its activities to the accomplishment of the task for which it is appointed and shall have no power to act except as specifically authorized by action of the Board of Directors. Upon completion of the task for which it is appointed, such ad hoc committee shall stand discharged.

ARTICLE IV

PROFESSIONAL SERVICES

Section 1.Medical Staff

The Medical Staff of the Facility shall be subject to the provisions of the By-laws, Rules and Regulations of the Medical Staff of the Facility.

A.The members of the Medical Staff shall be a graduate of an approved school of medicine, osteopathy, dentistry or podiatry, shall be legally licensed to practice in the State of Illinois. Appointments shall be made for the first year for clinical privileges according to the procedures specified in the By-laws of the Facility.

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B.The members of the Medical Staff of the Facility shall abide by the ethical standards adopted by the American Medical Association, Accreditation of Association for Ambulatory Health Care and the American College of Surgeons.

C.The Medical Director of the Facility shall serve as the President of the Facility’s Medical Staff.

Section 2.Nursing Services

The organized nursing service of the Facility shall be under the direction of a professional registered nurse with postgraduate education or experience in surgical nursing.

A.There shall be at least one professional registered nurse who is CPR certified, on duty, in the Facility at all times when a patient is in the Facility.

B.All licensed practical nurses and other nursing personnel involved in patient care shall be under the direct supervision of a professional registered nurse.

C.At least one professional registered nurse, in addition to any certified registered nurse anesthetist administering anesthesia, shall be available in each operating room during all surgical procedures.

Section 3.Allied Health Professional Personnel

All allied health professional personnel providing patient care in the Facility shall have privileges granted to them as specified in the By-laws of the Medical Staff. Such personnel shall be subject to the provisions thereof together with any policies adopted by the Facility relating thereto. The privileges granted to all non-physician personnel shall delineate the procedures said personnel may perform and the degree of supervision thereof.

ARTICLE V

QUALITY ASSURANCE

Section 1.Quality Assurance Program

The Facility shall participate in a Quality Assurance Program, as provided in the Quality Assurance/Risk Management Program.

A.The Facility shall maintain a scheduling and staffing plan that facilitates quality of care and minimizes patient waiting time, including a follow-up system for broken appointments.

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B.The Facility shall systematically review and evaluate surgical patients who require transfer to hospitals following ambulatory surgery.

ARTICLE VI

FISCAL YEAR

The fiscal year of the Facility shall, by resolution, be determined by the Board of Directors.

ARTICLE VII

ADOPTION OF BY-LAWS AND PERIODIC REVIEW

A.These by-laws shall become effective upon their adoption by the Board of Directors.

B.These by-laws shall be reviewed at least every 3 years by the Chairman or his/her designee(s) and revised as necessary in accordance with the above provisions of these by-laws. The date of each review shall be recorded upon completion.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting, provided a quorum is present. Any proposed amendment shall be first offered at the regular meeting immediately preceding the meeting at which a vote is taken on such proposed amendment.

ADOPTED BY THE BOARD OF DIRECTORS ON 10/11/88
AMENDED BY THE BOARD OF DIRECTORS ON 6/12/90
AMENDED BY THE BOARD OF DIRECTORS ON 10/5/90
AMENDED BY THE BOARD OF DIRECTORS ON 5/14/91
AMENDED BY THE BOARD OF DIRECTORS ON 9/11/92
AMENDED BY THE BOARD OF DIRECTORS ON 7/13/93
AMENDED BY THE BOARD OF DIRECTORS ON 10/12/93
AMENDED BY THE BOARD OF DIRECTORS ON 6/14/94
REVIEWED AND APPROVED BY THE BOARD OF DIRECTORS ON 9/24/96

REVIEWED AND APPROVED BY THE BOARD OF DIRECTORS ON 8/4/99

/s/ [illegible]

Vice President, Board of Directors

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EX-3.183

Exhibit 3.183

CERTIFICATE OF INCORPORATION

of
VILLAGE SURGICENTER, INC.

The undersigned person, acting as sole incorporator of the corporation pursuant to the General Corporation Law of the State of Delaware, does hereby make this Certificate of Incorporation for such corporation, declaring and certifying that this is my act and deed and that the facts herein stated are true:

FIRST: The name of the corporation is Village SurgiCenter, Inc.

SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted by the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Laws of the State of Delaware.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) shares of common stock, par value $0.01 per share.

FIFTH: The Board of Directors is authorized to adopt, amend or repeal the bylaws of the corporation. Election of directors need not be by written ballot.

SIXTH: The name and mailing address of the incorporator is:

Wyatt L. Hogan
4200 Chase Tower
600 Travis
Houston, TX 77002

SEVENTH:   The number of directors of the corporation shall be as provided in the bylaws of the corporation, as the same may be amended from time to time. The names and addresses of the persons who are to serve as the initial directors of the corporation until the first annual meeting of stockholders or until their successors are elected and qualified are:

Name	Address
Walter E. Schwing, Jr.	5847 San Felipe, Suite 4295
	Houston, Texas 77057-3011
Robert L. Schwing	5847 San Felipe, Suite 4295
	Houston, Texas 77057-3011

EIGHTH:   A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. Any repeal or modification of this paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the corporation existing at the time of such repeal or modification.

NINTH:   The corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Delaware (including, without limitation, Section 145 thereof), as amended from time to time, indemnify any officer or director whom it shall have power to indemnify from and against any and all of the expenses, liabilities or other losses of any nature. The indemnification provided in this Article NINTH shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity, while holding such office, and shall continue as to a person

who has ceased to be a officer or director and shall inure to the benefit of the heirs, executors and administrators of such a person.

I, THE UNDERSIGNED, hereunto set my hand this 5th day of April, 1999.

/s/ Wyatt L. Hogan

Wyatt L. Hogan

EX-3.184

Exhibit 3.184

BYLAWS

OF

VILLAGE SURGICENTER, INC.

Dated Effective as of: April 5, 1999

INDEX

			Page
ARTICLE I	OFFICES
Section  1.1		Principal Office	1
Section  1.2		Registered Office	1
Section  1.3		Other Offices	1
ARTICLE II	STOCKHOLDERS’ MEETINGS
Section  2.1		Annual Meeting	1
Section  2.2		Special Meetings	1
Section  2.3		Notice of Meetings and Adjourned Meetings	2
Section  2.4		Voting Lists	2
Section  2.5		Quorum	3
Section  2.6		Organization	3
Section  2.7		Voting	3
Section  2.8		Stockholders Entitled to Vote	4
Section  2.9		Order of Business	4
Section  2.10		Action by Written Consent	5
Section  2.11		Authorization of Proxies	5
ARTICLE III	DIRECTORS
Section  3.1		Management	6
Section  3.2		Number and Term	6
Section  3.3		Quorum and Manner of Action	6
Section  3.4		Vacancies	7
Section  3.5		Resignations	7
Section  3.6		Removals	7
Section  3.7		Annual Meetings	8
Section  3.8		Regular Meetings	8
Section  3.9		Special Meetings	8
Section  3.10		Organization of Meetings	8
Section  3.11		Place of Meetings	9
Section  3.12		Compensation of Directors	9
Section  3.13		Action by Unanimous Written Consent	9
Section  3.14		Participation in Meetings by Telephone	9
ARTICLE IV	COMMITTEES OF THE BOARD
Section  4.1		Membership and Authorities	10
Section  4.2		Minutes	10
Section  4.3		Vacancies	10
Section  4.4		Telephone Meetings	11
Section  4.5		Action Without Meeting	11

			Page
ARTICLE V	OFFICERS
Section  5.1		Number and Title	11
Section  5.2		Term of Office; Vacancies	11
Section  5.3		Removal of Elected Officers	12
Section  5.4		Resignations	12
Section  5.5		The Chairman of the Board	12
Section  5.6		Chief Executive Officer	12
Section  5.7		President	12
Section  5.8		Vice Presidents	13
Section  5.9		Secretary	13
Section  5.10		Assistant Secretaries	13
Section  5.11		Treasurer	14
Section  5.12		Assistant Treasurers	14
Section  5.13		Subordinate Officers	14
Section  5.14		Salaries and Compensation	15
ARTICLE VI	INDEMNIFICATION
Section  6.1		Indemnification of Directors and Officers	15
ARTICLE VII	CAPITAL STOCK
Section  7.1		Certificates of Stock	19
Section  7.2		Lost Certificates	19
Section  7.3		Fixing Date for Determination of Stockholders of Record for Certain Purposes	20
Section  7.4		Dividends	20
Section  7.5		Registered Stockholders	21
Section  7.6		Transfer of Stock	21
ARTICLE VIII	MISCELLANEOUS PROVISIONS
Section  8.1		Corporate Seal	21
Section  8.2		Fiscal Year	21
Section  8.3		Checks, Drafts, Notes	22
Section  8.4		Notice and Waiver of Notice	22
Section  8.5		Examination of Books and Records	23
Section  8.6		Voting Upon Shares Held by the Corporation	23
ARTICLE IX	AMENDMENTS
Section  9.1		Amendment	23

Village SurgiCenter, Inc.

BYLAWS

ARTICLE I

Offices

Section 1.1  Principal Office.  The principal office of the Corporation shall be in the City of Houston, Texas.

Section 1.2  Registered Office.  The registered office of the Corporation required to be maintained in the State of Delaware by the General Corporation Laws of the State of Delaware, may be, but need not be, identical with the Corporation’s principal office, and the address of the registered office may be changed from time to time by the Board of Directors.

Section 1.3  Other Offices.  The Corporation may also have offices at such other places both within and without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II

Stockholders’ Meetings

Section 2.1  Annual Meeting.  The annual meeting of the holders of shares of each class or series of stock as are entitled to notice thereof and to vote thereat pursuant to applicable law and the Corporation’s Certificate of Incorporation for the purpose of electing directors and transacting such other proper business as may come before it shall be held in each year, at such time, on such day and at such place, within or without the State of Delaware, as may be designated by the Board of Directors.

Section 2.2  Special Meetings.  In addition to such special meetings as are provided by law or the Corporation’s Certificate of Incorporation, special meetings of the holders of any class or series or of all classes or series of the Corporation’s stock for any purpose or purposes,

may be called at any time by the Board of Directors and may be held on such day, at such time and at such place, within or without the State of Delaware, as shall be designated by the Board of Directors.

Section 2.3  Notice of Meetings and Adjourned Meetings.  Except as otherwise provided by law, written notice of any meeting of Stockholders (i) shall be given either by personal delivery or by mail to each Stockholder of record entitled to vote thereat, (ii) shall be in such form as is approved by the Board of Directors, and (iii) shall state the date, place and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, such written notice shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting. Except when a Stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the meeting is not lawfully called or convened, presence in person or by proxy of a Stockholder shall constitute a waiver of notice of such meeting. Further, a written waiver of any notice required by law or by these Bylaws, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Except as otherwise provided by law, the business that may be transacted at any such meeting shall be limited to and consist of the purpose or purposes stated in such notice. If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting.

Section 2.4  Voting Lists.  The officer or agent having charge of the stock transfer books for shares of the Corporation shall keep a complete list of Stockholders entitled to vote at meetings or any adjournments thereof, arranged in alphabetical order, in accordance with applicable law and shall make same available prior to and during each Stockholders’ meeting for

inspection by the Corporation’s Stockholders as required by law. The Corporation’s original stock transfer books shall be prima facie evidence as to who are the Stockholders entitled to examine such list or transfer books or to vote at any meeting of Stockholders.

Section 2.5  Quorum.  Except as otherwise provided by law or by the Corporation’s Certificate of Incorporation, the holders of a majority of the Corporation’s stock issued and outstanding and entitled to vote at a meeting, present in person or represented by proxy, without regard to class or series, shall constitute a quorum at all meetings of the Stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the Stockholders, the holders of a majority of such shares of stock, present in person or represented by proxy, may adjourn any meeting from time to time without notice other than announcement at the meeting, except as otherwise required by these Bylaws, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called.

Section 2.6  Organization.  Meetings of the Stockholders shall be presided over by the Chairman of the Board of Directors, if one shall be elected, or in his absence, by the President or by any Vice President, or, in the absence of any of such officers, by a chairman to be chosen by a majority of the Stockholders entitled to vote at the meeting who are present in person or by proxy. The Secretary, or, in his absence, any Assistant Secretary or any person appointed by the individual presiding over the meeting, shall act as secretary at meetings of the Stockholders.

Section 2.7  Voting.  Each Stockholder of record, as determined pursuant to Section 2.8, who is entitled to vote in accordance with the terms of the Corporation’s Certificate of Incorporation and in accordance with the provisions of these Bylaws, shall be entitled to one vote, in person or by proxy, for each share of stock registered in his name on the books of the Corporation. Every Stockholder entitled to vote at any Stockholders’ meeting may authorize another person or

persons to act for him by proxy pursuant to Section 2.11, provided that no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A Stockholder’s attendance at any meeting shall not have the effect of revoking a previously granted proxy unless such Stockholder shall in writing so notify the Secretary of the meeting prior to the voting of the proxy. Unless otherwise provided by law, no vote on the election of directors or any question brought before the meeting need be by ballot unless the chairman of the meeting shall determine that it shall be by ballot or the holders of a majority of the shares of stock present in person or by proxy and entitled to participate in such vote shall so demand. In a vote by ballot, each ballot shall state the number of shares voted and the name of the Stockholder or proxy voting. Except as otherwise provided by law, by the Corporation’s Certificate of Incorporation or these Bylaws, all elections of directors and all other matters before the Stockholders shall be decided by the vote of the holders of a majority of the shares of stock present in person or by proxy at the meeting and entitled to vote in the election or on the question. In the election of directors, votes may not be cumulated.

Section 2.8  Stockholders Entitled to Vote.  The Board of Directors may fix a date not more than sixty (60) days nor less than ten (10) days prior to the date of any meeting of Stockholders, or, in the case of corporate action by written consent in accordance with the terms of Section 2.10, not more than sixty (60) days prior to such action, as a record date for the determination of the Stockholders entitled to notice of and to vote at such meeting and any adjournment thereof, or to act by written consent, and in such case such Stockholders and only such Stockholders as shall be Stockholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting and any adjournment thereof, or to act by written consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after such record date is fixed as aforesaid.

Section 2.9  Order of Business.  The order of business at all meetings of

Stockholders shall be as determined by the chairman of the meeting or as is otherwise determined by the vote of the holders of a majority of the shares of stock present in person or by proxy and entitled to vote without regard to class or series at the meeting.

Section 2.10  Action by Written Consent.  Unless otherwise provided by law or the Corporation’s Certificate of Incorporation, any action required or permitted to be taken by the Stockholders of the Corporation may be taken without prior notice and an actual meeting if a consent in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Except as provided above, no action shall be taken by the Stockholders by written consent. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those Stockholders who have not consented in writing.

Section 2.11  Authorization of Proxies.  Without limiting the manner in which a Stockholder may authorize another person or persons to act for him as proxy, the following are valid means of granting such authority. A Stockholder may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the Stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature. A Stockholder may also authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telecopy, telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telecopy, telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telecopy, telegram, cablegram or other

electronic transmission was authorized by the Stockholder. If it is determined that such telecopies, telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

ARTICLE III

Directors

Section 3.1  Management.  The property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all powers of the Corporation and do all lawful acts and things as are not by law, by the Corporation’s Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the Stockholders.

Section 3.2  Number and Term.  The number of directors may be fixed from time to time by resolution of the Board of Directors adopted by the affirmative vote of a majority of the members of the entire Board of Directors, but shall consist of not less than one (1) member who shall be elected annually by the Stockholders except as provided in Section 3.4. Directors need not be Stockholders. No decrease in the number of directors shall have the effect of shortening the term of office of any incumbent director.

Section 3.3  Quorum and Manner of Action.  At all meetings of the Board of

Directors a majority of the total number of directors holding office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Certificate of Incorporation or by these Bylaws. When the Board of Directors consists of one director, the one director shall constitute a majority and a quorum. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at such adjourned meeting. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 3.4  Vacancies.  Except as otherwise provided by law and the Certificate of Incorporation, in the case of any increase in the authorized number of directors or of any vacancy in the Board of Directors, however created, the additional director or directors may be elected, or, as the case may be, the vacancy or vacancies may be filled by majority vote of the directors remaining on the whole Board of Directors although less than a quorum, or by a sole remaining director. In the event one or more directors shall resign, effective at a future date, such vacancy or vacancies shall be filled by a majority of the directors who will remain on the whole Board of Directors, although less than a quorum, or by a sole remaining director. Any director elected or chosen as provided herein shall serve until the sooner of (i) the unexpired term of the directorship to which he is appointed; or (ii) until his successor is elected and qualified; or (iii) until his earlier resignation or removal.

Section 3.5  Resignations.  A director may resign at any time upon written notice of resignation to the Corporation, delivered to the Secretary. Any resignation shall be effective immediately unless a certain effective date is specified therein, in which event it will be effective upon such date and acceptance of any resignation shall not be necessary to make it effective.

Section 3.6  Removals.  Any director or the entire Board of Directors may be removed with or without cause, and another person or persons may be elected to serve for the remainder of his or their term, by the holders of a majority of the shares of the Corporation entitled to vote in the election of directors. In case any vacancy so created shall not be filled by the Stockholders at such meeting, such vacancy may be filled by the directors as provided in Section 3.4.

Section 3.7  Annual Meetings.  The annual meeting of the Board of Directors shall be held, if a quorum be present, immediately following each annual meeting of the Stockholders at the place such meeting of Stockholders took place, for the purpose of organization and transaction of any other business that might be transacted at a regular meeting thereof, and no notice of such meeting shall be necessary. If a quorum is not present, such annual meeting may be held at any other time or place that may be specified in a notice given in the manner provided in Section 3.9 for special meetings of the Board of Directors or in a waiver of notice thereof.

Section 3.8  Regular Meetings.  Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors. Except as otherwise provided by law, any business may be transacted at any regular meeting of the Board of Directors.

Section 3.9  Special Meetings.  Special meetings of the Board of Directors may be called by the President or by the Secretary on the written request of one-third of the members of the whole Board of Directors stating the purpose or purposes of such meeting. Notices of special meetings, if mailed, shall be mailed to each director not later than two days before the day the meeting is to be held or if otherwise given in the manner permitted by the Bylaws, not later than the day before such meeting. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in any notice or written waiver of notice unless so required by the Certificate of Incorporation or by the Bylaws and, unless limited by law, the Certificate of Incorporation or by these Bylaws, any and all business may be transacted at a special meeting.

Section 3.10   Organization of Meetings.   At any meeting of the Board of Directors, business shall be transacted in such order and manner as such Board of Directors may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present at any meeting at which there is a quorum, except as otherwise provided by these Bylaws or required by law.

Section 3.11  Place of Meetings.   The Board of Directors may hold their meetings and have one or more offices, and keep the books of the Corporation, outside the State of Delaware, at any office or offices of the Corporation, or at any other place as they may from time to time by resolution determine.

Section 3.12  Compensation of Directors.   Directors shall not receive any stated salary for their services as directors, but by resolution of the Board of Directors a fixed honorarium or fees and expenses, if any, of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.13   Action by Unanimous Written Consent.    Unless otherwise restricted by law, the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if prior to such action all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors or the committee.

Section 3.14   Participation in Meetings by Telephone.    Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors or of any committee thereof may participate in a meeting of such Board of Directors or committee by means of conference telephone or similar communications equipment by means of which all persons

participating in the meeting can hear each other and participation in a meeting in such manner shall constitute presence in person at such meeting.

ARTICLE IV

Committees of the Board

Section 4.1   Membership and Authorities.   The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more Directors to constitute an Executive Committee and such other committees as the Board of Directors may determine, each of which committees to the extent provided in said resolution or resolutions or in these Bylaws, shall have and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Corporation, except in those cases where the authority of the Board of Directors is specifically denied to the Executive Committee or such other committee or committees by law, the Certificate of Incorporation or these Bylaws, and may authorize the seal of the Corporation to be affixed to all papers that may require it. The designation of an Executive Committee or other committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law.

Section 4.2  Minutes.   Each committee designated by the Board of Directors shall keep regular minutes of its proceedings and shall provide a report of its proceedings to the Board of Directors when required or requested by the Board of Directors.

Section 4.3  Vacancies.   The Board of Directors may designate one or more of its members as alternate members of any committee who may replace any absent or disqualified member at any meeting of such committee. If no alternate members have been appointed, the committee member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. The

Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to dissolve, any committee.

Section 4.4  Telephone Meetings.   Members of any committee designated by the Board of Directors may participate in or hold a meeting by use of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 4.4 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 4.5  Action Without Meeting.   Any action required or permitted to be taken at a meeting of any committee designated by the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the committee and filed with the minutes of the committee proceedings. Such consent shall have the same force and effect as a unanimous vote at a meeting.

ARTICLE V

Officers

Section 5.1   Number and Title.   The elected officers of the Corporation shall be chosen by the Board of Directors and shall include a Chief Executive Officer and a President. The Board of Directors may also choose a Chairman of the Board, who must be a member of the Board of Directors, a Chief Executive Officer, one or more Vice Presidents (including one or more Senior Vice Presidents), a Treasurer, a Secretary and one or more Assistant Secretaries and/or Assistant Treasurers. One person may hold any

two or more of these offices.

Section 5.2  Term of Office; Vacancies.   So far as is practicable, all elected officers shall be elected by the Board of Directors at the annual meeting of the Board of Directors in each year, and except as otherwise provided in this Article V, shall hold office until the next such meeting of the Board of Directors in the subsequent year and until their respective successors are elected and qualified or until their earlier resignation or removal. All appointed officers shall hold office at the pleasure of the Board of Directors. If any vacancy shall occur in any office, the Board of Directors may elect or appoint a successor to fill such vacancy for the remainder of the term.

Section 5.3  Removal of Elected Officers.   Any elected officer may be removed at any time, with or without cause, by affirmative vote of a majority of the whole Board of Directors, at any regular meeting or at any special meeting called for such purpose.

Section 5.4  Resignations.   Any officer may resign at any time upon written notice of resignation to the President, Secretary or Board of Directors of the Corporation. Any resignation shall be effective immediately unless a date certain is specified for it to take effect, in which event it shall be effective upon such date, and acceptance of any resignation shall not be necessary to make it effective, irrespective of whether the resignation is tendered subject to such acceptance.

Section 5.5  The Chairman of the Board.   The Chairman of the Board shall preside at all meetings of the Stockholders and Board of Directors. In addition, the Chairman of the Board shall perform whatever duties and shall exercise all powers that are given to him by the Board of Directors.

Section 5.6  Chief Executive Officer.   The Chief Executive Officer shall have, subject to the supervision, direction and control of the Board of Directors, the general powers and duties of supervision, direction and management of the affairs and business of the Corporation usually vested in the chief executive officer of a Corporation, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Corporation. If at any time the office of Chairman of the Board shall not be filled, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board.

Section 5.7  President.   In the event of the disability of the Chairman of the Board, the President shall have the powers and duties of the Chairman of the Board. The President shall serve as chief operating officer and shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors or the Chairman of the Board.

Section 5.8  Vice Presidents.   The several Vice Presidents, which may include one or more persons designated as Senior Vice Presidents, shall have such powers and duties as may be assigned to them by these Bylaws and as may from time to time be assigned to them by the Board of Directors or President and may sign, with any other proper officer, certificates for shares of the Corporation.

Section 5.9  Secretary.   The Secretary, if available, shall attend all meetings of the Board of Directors and all meetings of the Stockholders and record the proceedings of the meetings in a book to be kept for that purpose and shall perform like duties for any committee of the Board of Directors as the Board of Directors or such committee shall designate him to serve. The

Secretary shall give, or cause to be given, notice of all meetings of the Stockholders and meetings of the Board of Directors and committees thereof and shall perform such other duties incident to the office of secretary or as may be prescribed by the Board of Directors or the President, under whose supervision he shall be. The Secretary shall have custody of the corporate seal of the Corporation and he, or any Assistant Secretary, or any other person whom the Board of Directors may designate, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by his signature or by the signature of any Assistant Secretary or by the signature of such other person so affixing such seal.

Section 5.10  Assistant Secretaries.   Each Assistant Secretary shall have the usual powers and duties pertaining to his office, together with such other powers and duties as may be assigned to him by the Board of Directors, the President or the Secretary. The Assistant Secretary or such other person as may be designated by the President shall exercise the powers of the Secretary during that officer’s absence or inability to act.

Section 5.11  Treasurer.   The Treasurer shall have the custody of and be responsible for the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in the books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation and he shall perform all other duties incident to the position of Treasurer, or as may be prescribed by the Board of Directors or the President. If required by the Board of Directors, he shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration

to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 5.12  Assistant Treasurers.   Each Assistant Treasurer shall have the usual powers and duties pertaining to his office, together with such other powers and duties as may be assigned to him by the Board of Directors, the President or the Treasurer. The Assistant Treasurer or such other person designated by the President shall exercise the power of the Treasurer during that officer’s absence or inability to act.

Section 5.13  Subordinate Officers.   The Board of Directors may (a) appoint such other subordinate officers and agents as it shall deem necessary who shall hold their offices for such terms, have such authority and perform such duties as the Board of Directors may from time to time determine, or (b) delegate to any committee or officer the power to appoint any such subordinate officers or agents.

Section 5.14  Salaries and Compensation.   The salary or other compensation of officers shall be fixed from time to time by the Board of Directors. The Board of Directors may delegate to any committee or officer the power to fix from time to time the salary or other compensation of subordinate officers and agents appointed in accordance with the provisions of Section 5.12.

ARTICLE VI

Indemnification

Section 6.1  Indemnification of Directors and Officers.   (a) The Corporation (i) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that

such person is or was, at any time prior to or during which this Article VI is in effect, a director or officer of the Corporation, or is or was, at any time prior to or during which this Article VI is in effect, serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan and (ii) upon a determination by the Board of Directors that indemnification is appropriate, the Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was, at any time prior to or during which this Article VI is in effect, an employee or agent of the Corporation or at the request of the Corporation was serving as an employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, in the case of (i) and (ii) against reasonable expenses (including attorneys’ fees), judgments, fines, penalties, amounts paid in settlement and other liabilities actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b)   The Corporation (i) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was,

at any time prior to or during which this Article VI is in effect, a director or officer of the Corporation, or is or was, at any time prior to or during which this Article VI is in effect, serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise and (ii) upon a determination by the Board of Directors that indemnification is appropriate, the Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was, at any time prior to or during which this Article VI is in effect, an employee or agent of the Corporation or at the request of the Corporation was serving as an employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, in the case of (i) and (ii) against expenses (including attorneys’ fees), actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; provided, that no indemnification shall be made under this sub-section (b) in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery, or other court of appropriate jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity of such expenses which the Delaware Court of Chancery, or other court of appropriate jurisdiction, shall deem proper.

(c)   Any indemnification under sub-sections (a) or (b) (unless ordered by the Delaware Court of Chancery or other court of appropriate jurisdiction) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of such person is proper in the circumstances because he has met the applicable standard of conduct set forth in sub-sections (a) and (b). Such determination shall be made (1) by the Board of Directors by a

majority vote of a quorum consisting of directors not parties to such action, suit or proceeding; or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel, in written opinion, selected by the Board of Directors; or (3) by the Stockholders. In the event a determination is made under this sub-section (c) that the director, officer, employee or agent has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated.

(d)   Expenses incurred by a person who is or was a director or officer of the Corporation in appearing at, participating in or defending any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, shall be paid by the Corporation at reasonable intervals in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized by this Article VI. In addition, the Corporation shall pay or reimburse expenses incurred by any person who is or was a director or officer of the Corporation in connection with such person’s appearance as a witness or other participant in a proceeding in which such person or the Corporation is not a named party to such proceeding, provided that such appearance or participation is on behalf of the Corporation or by reason of his capacity as a director or officer, or former director or officer of the Corporation.

(e)   If, in a suit or proceeding for indemnification required under this Article VI of a director or officer, or former director or officer, of the Corporation or any of its affiliates, a court of competent jurisdiction determines that such person is entitled to indemnification under this Article VI, the court shall award, and the Corporation shall pay, to such person the expenses incurred in securing such judicial determination.

(f)   It is the intention of the Corporation to indemnify the persons referred to in this Article VI to the fullest extent permitted by law and with respect to any action, suit or

proceeding arising from events which occur at any time prior to or during which this Article VI is in effect. The indemnification and advancement of expenses provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be or become entitled under any law, the Certificate of Incorporation, these Bylaws, agreement, the vote of Stockholders or disinterested directors or otherwise, or under any policy or policies of insurance purchased and maintained by the Corporation on behalf of any such person, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

(g)   The indemnification provided by this Article VI shall be subject to all valid and applicable laws, and, in the event this Article VI or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article VI shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.

ARTICLE VII

Capital Stock

Section 7.1  Certificates of Stock.   Certificates of stock shall be issued to each Stockholder certifying the number of shares owned by him in the Corporation and shall be in a form not inconsistent with the Certificate of Incorporation and as approved by the Board of Directors. The certificates shall be signed by the Chairman of the Board, the President or a Vice President and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer and may be sealed with the seal of the Corporation or a facsimile thereof. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or

registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

If the Corporation shall be authorized to issue more than one (1) class of stock or more than one (1) series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by statute, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each Stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 7.2  Lost Certificates.   The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the owner of such certificate, or his legal representative. When authorizing the issuance of a new certificate, the Board of Directors may in its discretion, as a condition precedent to the issuance thereof, require the owner, or his legal representative, to give a bond in such form and substance with such surety as it may direct, to indemnify the Corporation against any claim that may be made on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.

Section 7.3  Fixing Date for Determination of Stockholders of Record for Certain Purposes.   (a)   In order that the Corporation may determine the Stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled

to exercise any rights in respect of any change, conversion or exchange of capital stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 days prior to the date of payment of such dividend or other distribution or allotment of such rights or the date when any such rights in respect of any change, conversion or exchange of stock may be exercised or the date of such other action. In such a case, only Stockholders of record on the date so fixed shall be entitled to receive any such dividend or other distribution or allotment of rights or to exercise such rights or for any other purpose, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

(b)   If no record date is fixed, the record date for determining Stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 7.4  Dividends.   Subject to the provisions of the Certificate of Incorporation, if any, and except as otherwise provided by law, the directors may declare dividends upon the capital stock of the Corporation as and when they deem it to be expedient. Such dividends may be paid in cash, in property or in shares of the Corporation’s capital stock. Before declaring any dividend the directors may set apart out of the funds of the Corporation available for dividends such sum or sums as the directors from time to time in their discretion think proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends, or for such other purposes as the directors shall determine to be conducive to the interests of the Corporation and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 7.5  Registered Stockholders.   Except as expressly provided by law, the Certificate of Incorporation and these Bylaws, the Corporation shall be entitled to treat registered Stockholders as the only holders and owners in fact of the shares standing in their respective names and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such

shares on the part of any other person, regardless of whether it shall have express or other notice thereof.

Section 7.6  Transfer of Stock.   Transfers of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by the registered owners thereof, or by their legal representatives or their duly authorized attorneys. Upon any such transfers the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock transfer books and ledgers, by whom they shall be cancelled and new certificates shall thereupon be issued.

ARTICLE VIII

Miscellaneous Provisions

Section 8.1  Corporate Seal.   If one be adopted, the corporate seal shall have inscribed thereon the name of the Corporation and shall be in such form as may be approved by the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

Section 8.2  Fiscal Year.   The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 8.3  Checks, Drafts, Notes.   All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution (whether general or special) of the Board of Directors or may be prescribed by any officer or officers, or any officer and agent jointly, thereunto duly authorized by the Board of Directors.

Section 8.4  Notice and Waiver of Notice.   Whenever notice is required to be given to

any director or Stockholder under the provisions of applicable law, the Certificate of Incorporation or of these Bylaws it shall not be construed to only mean personal notice, rather, such notice may also be given in writing, by mail, addressed to such director or Stockholder at his address as it appears on the records of the Corporation, with postage thereon prepaid (unless prior to the mailing of such notice he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address in which case, such notice shall be mailed to the address designated in the request), and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, cable or other form of recorded communication, by personal delivery or by telephone. Whenever notice is required to be given under any provision of law, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, by telegraph, cable or other form of recorded communication, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these Bylaws.

Section 8.5  Examination of Books and Records.   The Board of Directors shall determine from time to time whether, and if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may by statute be specifically opened to inspection) or any of them shall be open to inspection by the Stockholders, and the Stockholders’ rights in this respect are and shall be restricted and limited accordingly.

Section 8.6  Voting Upon Shares Held by the Corporation.   Unless otherwise

provided by law or by the Board of Directors, the Chairman of the Board of Directors, if one shall be elected, or the President, if a Chairman of the Board of Directors shall not be elected, acting on behalf of the Corporation, shall have full power and authority to attend and to act and to vote at any meeting of Stockholders of any corporation in which the Corporation may hold stock and, at any such meeting, shall possess and may exercise any and all of the rights and powers incident to the ownership of such stock which, as the owner thereof, the Corporation might have possessed and exercised, if present. The Board of Directors by resolution from time to time may confer like powers upon any person or persons.

ARTICLE IX

Amendments

Section 9.1   Amendment.   Except as otherwise expressly provided in the Certificate of Incorporation, the directors, by the affirmative vote of a majority of the entire Board of Directors and without the assent or vote of the Stockholders, may at any meeting, provided the substance of the proposed amendment shall have been stated in the notice of the meeting, make, repeal, alter, amend or rescind any of these Bylaws. The Stockholders shall not make, repeal, alter, amend or rescind any of the provisions of these Bylaws except by the holders of not less than 80% of the total voting power of all shares of stock of the Corporation entitled to vote in the election of directors, considered for purposes of this Article IX as one class.

EX-3.185

Exhibit 3.185

LIMITED LIABILITY COMPANY AGREEMENT

OF

NORTHSTAR HOSPITAL, LLC

This limited liability company agreement of NORTHSTAR HOSPITAL, LLC, a Delaware limited liability company (the “Company”), effective as of June 21, 2007 (this “Agreement”), is entered into by SMBI Northstar, LLC, a Tennessee limited liability company, as the sole member (the “Member”).

RECITALS:

WHEREAS, the Company was formed on June 21, 2007 as a limited liability company by the filing of a certificate under and subject to the laws of the State of Delaware for the purpose described below; and

WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby adopts this Limited Liability Company Agreement and hereby agrees as follows:

AGREEMENT:

1.             Name. The name of the limited liability company is Northstar Hospital, LLC.

2.             Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and engaging in any and all activities necessary or incidental to the foregoing.

3.             Registered Office. The address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

4.             Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company.

5.             Authorized Units.  The Company shall be authorized to issue up to 1,000 Units of membership interest in the Company or such greater or lesser number as the Member may determine from time to time.  Schedule A sets forth the number of Units owned by the Member, which represent 100% of the membership interests in the Company.

6.             Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company is set forth in Schedule A attached hereto and shall be listed on the books and records of the Company. The Member of the Company shall cause the books and records, and the aforementioned Schedule, to be updated from time to time as necessary to accurately reflect the information therein.  The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

7.             Powers. The business and affairs of the Company shall be governed and managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware or as otherwise provided herein.

8.             Qualification and Election of Officers and Managers.  The Member may elect a President, Secretary and any other officer or manager that the Member considers necessary or desirable for the operation and management of the Company to serve at the pleasure of the Member until his or her earlier termination, resignation or death.  Managers need not be residents of the State of Delaware or a member of the Company.  Any such managerial offices may be held by one or more persons, except that the offices of President and Secretary shall not be held by the same person.

9.             Term.  The term of the Company shall commence on the date of filing of the Certificate of Formation with the Secretary of State of the State of Delaware and shall continue perpetually, unless earlier terminated in accordance with the provisions of this Limited Liability Company Agreement.

10.           Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

11.           Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

12.           Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

13.           Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

14.           Assignment and Transfer. The Member may assign or transfer in whole but not in part its Unit(s) of membership interest to a single acquiror upon the unanimous approval of the Member.  No person may be admitted as a member of the Company without the prior written consent of the Member.

15.           Admission of Substitute Member. A person who acquires the Member’s Unit(s) of membership interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

16.           Liability of Member and Representatives. The Member shall not be liable for the debts, liabilities, contracts or other obligations of the Company.  Except as otherwise provided by applicable state law, the Member shall be liable only to make such Member’s capital contribution and shall not be required to lend any funds to the Company or to make any additional capital contributions to the Company.

17.           Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a manager or officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and

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amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law. The right to indemnification conferred in this Section 17 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition: provided, however, that the Company will only make such an advancement of expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 17 or otherwise.

18.           Amendment. This Limited Liability Company Agreement may be amended from time to time only with the prior written consent of the Member.

19.           Governing Law. This Limited Liability Company Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the 21^st day of June, 2007.

SMBI NORTHSTAR, LLC

/s/ Kenneth C. Mitchell

Kenneth C. Mitchell

Vice President

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SCHEDULE A

Member and Business Address	Capital Contribution	Units
SMBI Northstar, LLC 40 Burton Hills Boulevard Suite 420 Nashville, TN 37215	$	1,000

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EX-3.186

Exhibit 3.186

CERTIFICATE OF FORMATION

OF

NORTHSTAR HOSPITAL, LLC

Pursuant to Section 18-201 of the Delaware Limited Liability Company Act, the undersigned, desiring to form a limited liability company, does hereby certify as follows:

1.The name of the limited liability company is Northstar Hospital, LLC (the “LLC”).

2.The address of the LLC’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.  The name of the registered agent is The Corporation Trust Company.

3.This Certificate of Formation shall be effective upon filing with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 21^st day of June, 2007.

/s/ Andrew E. Loope

Andrew E. Loope

Authorized Person

EX-4.1

Exhibit 4.1

SYMBION, INC.

and each of the Guarantors party hereto

11.00%/11.75% SENIOR PIK TOGGLE NOTES DUE 2015

INDENTURE

Dated as of June 3, 2008

U.S. Bank National Association

Trustee

CROSS-REFERENCE TABLE*

Trust Indenture Act Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.05
	(b)	13.03
	(c)	13.03
313	(a)	7.06
	(b)(1)	N.A.
	(b)(2)	7.06; 7.07
	(c)	7.06; 13.02
	(d)	7.06
314	(a)	4.03; 4.04; 13.02; 13.05
	(b)	N.A.
	(c)(1)	N.A.
	(c)(2)	N.A.
	(c)(3)	N.A.
	(d)	N.A.
	(e)	13.05
	(f)	N.A.
315	(a)	7.01
	(b)	7.05
	(c)	7.01
	(d)	7.01
	(e)	6.11
316	(a)(last sentence)	2.09
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.07
	(c)	N.A.
317	(a)(1)	6.08
	(a)(2)	6.09
	(b)	2.04
318	(a)	13.01
	(b)	N.A.
	(c)	13.01

N.A. means not applicable.

*  This Cross Reference Table is not part of this Indenture.

TABLE OF CONTENTS
		Page
ARTICLE 1.
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01	Definitions	1
SECTION 1.02	Other Definitions	30
SECTION 1.03	Incorporation by Reference of Trust Indenture Act	31
SECTION 1.04	Rules of Construction and Calculation	31
ARTICLE 2.
THE NOTES
SECTION 2.01	Form and Dating	32
SECTION 2.02	Execution and Authentication	33
SECTION 2.03	Registrar and Paying Agent	34
SECTION 2.04	Paying Agent To Hold Money in Trust	34
SECTION 2.05	Holder Lists	34
SECTION 2.06	Transfer and Exchange	34
SECTION 2.07	Replacement Notes	46
SECTION 2.08	Outstanding Notes	46
SECTION 2.09	Treasury Notes	46
SECTION 2.10	Temporary Notes	46
SECTION 2.11	Cancellation	47
SECTION 2.12	Defaulted Interest	47
SECTION 2.13	CUSIP Numbers	47
SECTION 2.14	Issuance of Additional Notes	47
ARTICLE 3.
REDEMPTION AND PREPAYMENT
SECTION 3.01	Notices to Trustee	48
SECTION 3.02	Selection of Notes To Be Redeemed or Purchased	48
SECTION 3.03	Notice of Redemption	49
SECTION 3.04	Effect of Notice of Redemption	49
SECTION 3.05	Deposit of Redemption or Purchase Price	49
SECTION 3.06	Notes Redeemed or Purchased in Part	50
SECTION 3.07	Optional Redemption	50
SECTION 3.08	Mandatory Redemption	50
SECTION 3.09	Offer To Purchase by Application of Excess Proceeds	51

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		Page
ARTICLE 4.
COVENANTS
SECTION 4.01	Payment of Notes	52
SECTION 4.02	Maintenance of Office or Agency	53
SECTION 4.03	Reports	53
SECTION 4.04	Compliance Certificate	54
SECTION 4.05	[Reserved]	55
SECTION 4.06	Stay, Extension and Usury Laws	55
SECTION 4.07	Restricted Payments	55
SECTION 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	60
SECTION 4.09	Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	62
SECTION 4.10	Asset Sales	66
SECTION 4.11	Transactions with Affiliates	68
SECTION 4.12	Liens	70
SECTION 4.13	[Reserved]	70
SECTION 4.14	Corporate Existence	70
SECTION 4.15	Offer To Repurchase Upon Change of Control	70
SECTION 4.16	No Layering of Debt	72
SECTION 4.17	Designation of Restricted and Unrestricted Subsidiaries	72
SECTION 4.18	Payments for Consent	73
SECTION 4.19	Additional Subsidiary Guarantees	73
SECTION 4.20	Distributions by Qualified Restricted Subsidiaries	73
ARTICLE 5.
SUCCESSORS
SECTION 5.01	Merger, Consolidation, or Sale of Assets	74
SECTION 5.02	Successor Corporation Substituted	75
ARTICLE 6.
DEFAULTS AND REMEDIES
SECTION 6.01	Events of Default	75
SECTION 6.02	Acceleration	77
SECTION 6.03	Other Remedies	77
SECTION 6.04	Waiver of Past Defaults	78
SECTION 6.05	Control by Majority	78
SECTION 6.06	Limitation on Suits	78
SECTION 6.07	Rights of Holders To Receive Payment	79
SECTION 6.08	Collection Suit by Trustee	79
SECTION 6.09	Trustee May File Proofs of Claim	79
SECTION 6.10	Priorities	79
SECTION 6.11	Undertaking for Costs	80

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		Page
ARTICLE 7.
TRUSTEE
SECTION 7.01	Duties of Trustee	80
SECTION 7.02	Rights of Trustee	81
SECTION 7.03	Individual Rights of Trustee	82
SECTION 7.04	Trustee’s Disclaimer	82
SECTION 7.05	Notice of Defaults	82
SECTION 7.06	Reports by Trustee to Holders of the Notes	83
SECTION 7.07	Compensation and Indemnity	83
SECTION 7.08	Replacement of Trustee	84
SECTION 7.09	Successor Trustee by Merger, etc.	84
SECTION 7.10	Eligibility; Disqualification	85
SECTION 7.11	Preferential Collection of Claims Against Issuer	85
ARTICLE 8.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
SECTION 8.01	Option To Effect Legal Defeasance or Covenant Defeasance	85
SECTION 8.02	Legal Defeasance and Discharge	85
SECTION 8.03	Covenant Defeasance	86
SECTION 8.04	Conditions to Legal or Covenant Defeasance	86
SECTION 8.05	Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions	87
SECTION 8.06	Repayment to Issuer	87
SECTION 8.07	Reinstatement	88
ARTICLE 9.
AMENDMENT, SUPPLEMENT AND WAIVER
SECTION 9.01	Without Consent of Holders	88
SECTION 9.02	With Consent of Holders	89
SECTION 9.03	[Reserved]	90
SECTION 9.04	Compliance with Trust Indenture Act	90
SECTION 9.05	Revocation and Effect of Consents	90
SECTION 9.06	Notation on or Exchange of Notes	90
SECTION 9.07	Trustee To Sign Amendments, etc.	91
ARTICLE 10.
[RESERVED]
ARTICLE 11.
SUBSIDIARY GUARANTEES
SECTION 11.01	Guarantee	91

iii

		Page
SECTION 11.02	[Reserved]	92
SECTION 11.03	Limitation on Guarantor Liability	92
SECTION 11.04	Execution and Delivery of Subsidiary Guarantee	92
SECTION 11.05	Guarantors May Consolidate, etc., on Certain Terms	93
SECTION 11.06	Releases	94
ARTICLE 12.
SATISFACTION AND DISCHARGE
SECTION 12.01	Satisfaction and Discharge	94
SECTION 12.02	Application of Trust Money	95
ARTICLE 13.
MISCELLANEOUS
SECTION 13.01	Trust Indenture Act Controls	96
SECTION 13.02	Notices	96
SECTION 13.03	Communication by Holders with Other Holders	97
SECTION 13.04	Certificate and Opinion as to Conditions Precedent	97
SECTION 13.05	Statements Required in Certificate or Opinion	97
SECTION 13.06	Rules by Trustee and Agents	97
SECTION 13.07	No Personal Liability of Directors, Officers, Employees and Stockholders	97
SECTION 13.08	Governing Law	98
SECTION 13.09	No Adverse Interpretation of Other Agreements	98
SECTION 13.10	Successors	98
SECTION 13.11	Severability	98
SECTION 13.12	Counterpart Originals	98
SECTION 13.13	Table of Contents, Headings, etc.	98

EXHIBITS

Exhibit A1	FORM OF 144A NOTE
Exhibit A2	FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	FORM OF NOTATION OF SUBSIDIARY GUARANTEE
Exhibit E	FORM OF SUPPLEMENTAL INDENTURE

iv

INDENTURE dated as of June 3, 2008 by and among SYMBION, INC., a Delaware corporation (the “Issuer”), the Guarantors (as defined), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 11.00%/11.75% Senior PIK Toggle Notes due 2015 (the “Notes”):

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Debt” means, with respect to any specified Person:

(1)           Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2)           Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Assets” means any property or assets (other than Indebtedness and Capital Stock) to be used by the Issuer or a Restricted Subsidiary in a Permitted Business.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Additional Notes” means any Notes (other than the Initial Notes), if any, issued under this Indenture in accordance with Sections 2.02, 2.14 and 4.09.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control.  For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.  No Person in whom a Receivables Subsidiary makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of the Issuer or any of its Subsidiaries solely by reason of such Investment.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Agreement and Plan of Merger” means the Agreement and Plan of Merger by and among Holdings, the Issuer and Symbol Merger Sub, Inc., dated as of April 24, 2007, as amended or modified from time to time prior to the Issue Date.

“Applicable Premium” means, with respect to any Note on any Make-Whole Redemption Date, the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess of (A) the present value at such Make-Whole Redemption Date of (1) the redemption price of such Note at August 23, 2011 (exclusive of accrued interest), plus (2) all scheduled interest payments due on such Note from the Make-Whole Redemption Date through August 23, 2011 (calculated assuming all interest payments are paid in cash), computed using a discount rate equal to the Treasury Rate at such Make-Whole Redemption Date, plus 50 basis points over (B) the principal amount of such Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to such transfer or exchange.

“Asset Sale” means:

(1)           the sale, lease (other than operating leases), conveyance or other disposition of any assets or rights outside of the ordinary course of business; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole shall be governed by Sections 4.15 and/or 5.01 of this Indenture and not by Section 4.10 of this Indenture; and

(2)           the issuance of Equity Interests in any of the Issuer’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries (other than directors’ qualifying Equity Interests or Equity Interests required by applicable law to be held by a Person other than the Issuer or a Restricted Subsidiary).

Notwithstanding the preceding, none of the following items shall be deemed to be an Asset Sale:

(1)           any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $5.0 million;

(2)           a transfer of assets between or among the Issuer and its Restricted Subsidiaries;

(3)           an issuance of Equity Interests by a Restricted Subsidiary of the Issuer to the Issuer or to a Restricted Subsidiary of the Issuer;

(4)           the sale or lease of products, services or accounts receivable (including at a discount) in the ordinary course of business and any sale or other disposition of damaged, worn-out, negligible, surplus or obsolete assets in the ordinary course of business;

(5)           the sale or other disposition of Cash Equivalents;

(6)           a Restricted Payment that does not violate Section 4.07 of this Indenture or a Permitted Investment;

(7)           any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including sale and lease back transactions and asset securitizations not prohibited by this Indenture;

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(8)           any exchange of like-kind property of the type described in Section 1031 of the Code for use in a Permitted Business;

(9)           the sale or disposition of any assets or property received as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries on any secured Investment or any other transfer of title with respect to any secured Investment in default;

(10)         the licensing of intellectual property in the ordinary course of business or in accordance with industry practice;

(11)         surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(12)         leases or subleases to third persons in the ordinary course of business that do not interfere in any material respect with the business of the Issuer or any of its Restricted Subsidiaries;

(13)         sales of accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction to a Receivables Subsidiary for the Fair Market Value thereof, less amounts required to be established as reserves and customary discounts pursuant to contractual agreements with entities that are not Affiliates of the Issuer entered into as part of a Qualified Receivables Transaction;

(14)         transfers of accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction;

(15)         any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary or Equity Interest, Indebtedness or other securities that were acquired as a Restricted Investment not in violation of Section 4.07; and

(16)         foreclosures on assets.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.

“Board of Directors” means:

(1)           with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2)           with respect to a partnership, the board of directors or board of managers of the general partner of the partnership;

(3)           with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

3

(4)           with respect to any other Person, the board or committee of such Person serving a similar function.

“Broker-Dealer” means any broker or dealer registered under the Exchange Act.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1)           in the case of a corporation, corporate stock;

(2)           in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)           in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4)           any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1)           United States dollars or, in the case of any Restricted Subsidiary which is not a Domestic Subsidiary, any other currencies held from time to time in the ordinary course of business;

(2)           securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than 12 months from the date of acquisition;

(3)           direct obligations issued by any state of the United States of America or any political subdivision of any such state, or any public instrumentality thereof, in each case having maturities of not more than 12 months from the date of acquisition;

(4)           certificates of deposit and eurodollar time deposits with maturities of 12 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank that has capital and surplus of not less than $500.0 million;

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(5)           repurchase obligations with a term of not more than one year for underlying securities of the types described in clauses (2) and (4) above entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6)           commercial paper having one of the two highest ratings obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and, in each case, maturing within 12 months after the date of acquisition;

(7)           Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from Standard & Poor’s Rating Services or “A2” or higher from Moody’s Investors Service, Inc. with maturities of 12 months or less from the date of acquisition; and

(8)           money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition or money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended.

“Cash Interest” has the meaning set forth in Exhibit A1 and Exhibit A2 hereto.

“Change of Control” means the occurrence of any of the following:

(1)           the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than Permitted Holders;

(2)           the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than Permitted Holders, becomes the Beneficial Owner, directly or indirectly, of 50% or more of the Voting Stock of the Issuer, measured by voting power rather than number of shares; provided, however, for purposes of this clause (2), each Person will be deemed to beneficially own any Voting Stock of another Person held by one or more of its Subsidiaries; or

(3)           the first day on which a majority of the members of the Board of Directors of the Issuer are not Continuing Directors.

“Closing Date” means the closing date of the transactions contemplated by the Agreement and Plan of Merger.

“Co-Investors” means institutional investors, other than Crestview Partners, L.P.  and its Affiliates, who become holders of Equity Interests of the Issuer (or any direct or indirect parent) on or prior to the Issue Date.

“Code” means the Internal Revenue Code of 1986, as amended from time to time and the rules and regulations promulgated thereunder from time to time.

“Consolidated Adjusted EBITDA” means, with respect to any specified Person for any period (the “Measurement Period”), the Consolidated Net Income of such Person for such period plus, without duplication and to the extent deducted in determining such Consolidated Net Income, the amounts for such period of:

5

(1)           the Fixed Charges of such Person and its Restricted Subsidiaries for the Measurement Period and any amount excluded from the definition thereof pursuant to clause (v), (w), (x), (y) or (z) therein; plus

(2)           the provision for federal, state and foreign income taxes based on income or profits or capital, including state, franchise, capital and similar taxes and withholding taxes paid or accrued of such Person and its Restricted Subsidiaries for the Measurement Period; plus

(3)           the consolidated depreciation expense of such Person and its Restricted Subsidiaries for the Measurement Period; plus

(4)           the consolidated amortization expense of such Person and its Restricted Subsidiaries for the Measurement Period; plus

(5)           fees, costs and expenses paid or payable in cash by the Issuer or any of its Subsidiaries during the Measurement Period in connection with the Transactions (including, without limitation, retention payments paid as an incentive to retained employees in connection with the Transactions); plus

(6)           other non-cash expenses and charges for the Measurement Period reducing Consolidated Net Income (provided that if any non-cash expenses or charges referred to in this clause (6) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Adjusted EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(7)           any non-capitalized expenses or charges for the Measurement Period relating to (i) any offering of Equity Interests by the Issuer, Holdings or any other direct or indirect parent of the Issuer, (ii) merger, recapitalization or acquisition transactions made by the Issuer or any of its Restricted Subsidiaries, including any earnout payments, whether or not accounted for as such that are paid, accrued or reserved for within 365 days of such transaction, or (iii) any Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries (in each case, whether or not successful); plus

(8)           all fees paid by the Issuer pursuant to clauses (7), (8) and (15) of Section 4.11(b); plus

(9)           the amount of extraordinary, unusual or non-recurring charges or any restructuring charges or reserves (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost, contract termination costs, including future lease commitments, and costs to consolidate facilities and relocate employees); plus

(10)         the consolidated minority interest expense of the Issuer and its Restricted Subsidiaries for the Measurement Period; plus

(11)         income attributable to discontinued operations (excluding income attributable to assets or operations that have been disposed of during such period); plus

(12)         the Net Income of any Person to the extent excluded from the calculation of Consolidated Net Income pursuant to clause (1) of the definition thereof (i.e., the minority interest of the Issuer in the entities generating such Net Income); plus

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(13)any unrealized net loss (or minus any net gain) resulting in such Measurement Period from hedging transactions; minus

(14)without duplication, other non-cash items (other than the accrual of revenue in accordance with GAAP consistently applied in the ordinary course of business) increasing Consolidated Net Income for the Measurement Period (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period); minus

(15)losses attributable to discontinued operations (excluding losses attributable to assets or operations that have been disposed of during such period).

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such specified Person and its Subsidiaries (or in the case of the Issuer, its Restricted Subsidiaries) for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1)the Net Income (and net loss) of any other Person that is not a Restricted Subsidiary of such specified Person or that is accounted for by the equity method of accounting will be excluded; provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(2)solely for the purpose of determining the amount available for Restricted Payments under clause (3)(A) of Section 4.07(a), the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(3)the cumulative effect of a change in accounting principles will be excluded;

(4)the amortization of any premiums, fees or expenses incurred in connection with the Transactions or any amounts required or permitted by Accounting Principles Board Opinions Nos. 16 (including non-cash write-ups and non-cash charges relating to inventory and fixed assets, in each case arising in connection with the Transactions or any other acquisition) and 17 (including non-cash charges relating to intangibles and goodwill), in each case in connection with the Transactions or any other acquisition, will be excluded;

(5)any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with:  (a) any sale of assets outside the ordinary course of business (it being understood that a sale of assets comprising discontinued operations shall be deemed a sale of assets outside the ordinary course of business); or (b) the disposition of any securities by such

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Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries will be excluded;

(6)any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss will be excluded;

(7)income or losses attributable to discontinued operations (including, without limitation, operations disposed during such period whether or not such operations were classified as discontinued) will be excluded;

(8)any non-cash charges (i) attributable to applying the purchase method of accounting in accordance with GAAP, (ii) resulting from the application of FAS 142 or FAS 144, and (iii) relating to the amortization of intangibles resulting from the application of FAS 141, will be excluded;

(9)all non-cash charges relating to employee benefit or other management or stock compensation plans of the Issuer or a Restricted Subsidiary (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period) will be excluded to the extent that such non-cash charges are deducted in computing such Consolidated Net Income; provided, further, that if the Issuer or any Restricted Subsidiary of the Issuer makes a cash payment in respect of such non-cash charge in any period, such cash payment will (without duplication) be deducted from the Consolidated Net Income of the Issuer for such period;

(10)all unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application of FAS 52 shall be excluded; and

(11)accruals and reserves that are established within twelve months after August 23, 2007 and that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded.

“Consolidated Secured Debt Ratio” as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by Liens as of such date to (2) the Issuer’s Consolidated Adjusted EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and Consolidated Adjusted EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio; provided, however, that solely for purposes of the calculation of the Consolidated Secured Debt Ratio, in connection with the incurrence of any Lien pursuant to clause (27) of the definition of “Permitted Liens,” the Issuer or its Restricted Subsidiaries may elect, pursuant to an Officer’s Certificate delivered to the Trustee, to treat all or any portion of the commitment under any Indebtedness which is to be secured by such Lien as being incurred at such time and any subsequent incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation to be an incurrence at such subsequent time.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the aggregate amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments, less the

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aggregate amount of cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries on a consolidated basis.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Issuer who:

(1)was a member of such Board of Directors on the Issue Date; or

(2)was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election; or

(3)was designated or appointed with the approval of Permitted Holders holding a majority of the Voting Stock of all of the Permitted Holders.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 or such other address as to which the Trustee may give notice to the Issuer.

“Credit Agreement” means that certain Credit Agreement, dated as of August 23, 2007, by and among the Issuer, as borrower, Holdings, certain subsidiaries of the Issuer, Merrill Lynch Capital Corporation, as administrative agent and collateral agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC, as joint lead arrangers and joint bookrunners, and various lenders from time to time party thereto providing for up to $250.0 million of term loans, $100.0 million of revolving credit borrowings and $50.0 million of uncommitted incremental loan facilities, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced by any other Indebtedness (including by means of sales of debt securities and including any amendment, restatement, modification, renewal, refunding, replacement or refinancing that increases the amount borrowed thereunder or extends the maturity thereof) in whole or in part from time to time.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities or indentures, in each case, with banks or other institutional lenders providing for revolving credit loans, notes, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit or any other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities and including any amendment, restatement, modification, renewal, refunding, replacement or refinancing that increases the amount borrowed thereunder or extends the maturity thereof) in whole or in part from time to time.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06, substantially in the form of Exhibit A1 hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

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“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Noncash Consideration” means any non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an Officer’s Certificate.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 90 days after the date on which the Notes mature.  Notwithstanding the preceding sentence, (x) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Issuer or the Subsidiary that issued such Capital Stock to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase such Capital Stock unless the Issuer would be permitted to do so in compliance with Section 4.07, (y) any Capital Stock that would constitute Disqualified Stock solely as a result of any redemption feature that is conditioned upon, and subject to, compliance with Section 4.07 shall not constitute Disqualified Stock and (z) any Capital Stock issued to any plan for the benefit of employees will not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or the Subsidiary that issued such Capital Stock in order to satisfy applicable statutory or regulatory obligations.  The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Issuer and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Domestic Subsidiary” means any Restricted Subsidiary of the Issuer that was formed under the laws of the United States or any state of the United States.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a public or private offering of Qualified Capital Stock of the Issuer, Holdings or any other direct or indirect parent of the Issuer, other than:

(1)a public offering with respect to the Issuer’s or any direct or indirect parent company’s Qualified Capital Stock registered on Form S-4 or Form S-8;

(2)issuances to any Subsidiary of the Issuer; and

(3)any such public or private offering that constitutes an Excluded Contribution.

“Exchange Act” means the Securities Exchange Act of 1934, as amended and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to the Registration Rights Agreement.

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“Exchange Offer” has the meaning set forth for such term in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Contributions” means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from (i) contributions to its equity capital (other than Disqualified Stock) or (ii) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Equity Interests (other than Disqualified Stock) of the Issuer, in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, that are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

“Existing Indebtedness” means Indebtedness (other than the Indebtedness under the Credit Agreement) existing on the Issue Date.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors, chief executive officer or chief financial officer of the Issuer (unless otherwise provided in this Indenture).

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Adjusted EBITDA of such Person for such period to the Fixed Charges of such Person for such period.  In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock or Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock or Disqualified Stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)Investments, acquisitions, mergers, consolidations and dispositions that have been made by the specified Person or any of its Restricted Subsidiaries, or any Person or any of its Restricted Subsidiaries acquired by, merged or consolidated with the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect, including giving effect to Pro Forma Cost Savings, as if they had occurred on the first day of the four-quarter reference period;

(2)the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

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(3)any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(4)any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(5)if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness).

For purposes of this definition, whenever pro forma effect is given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer.  Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.  For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period.  Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)the consolidated interest expense of such Person and its Subsidiaries (or in the case of the Issuer, its Restricted Subsidiaries) for such period, net of interest income, whether paid or accrued, including, without limitation, original issue discount, non-cash interest payments, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all cash payments made or received pursuant to Hedging Obligations in respect of interest rates, and excluding (v) amortization of deferred financing costs, (w) accretion or accrual of discounted liabilities not constituting Indebtedness, (x) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (y) any expensing of bridge, commitment and other financing fees and (z) to the extent included in Fixed Charges, the portion of consolidated interest expense of such Person and its Restricted Subsidiaries attributable to Indebtedness incurred in connection with the acquisition of discontinued operations; plus

(2)any interest on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, but only to the extent that such Guarantee or Lien is called upon; plus

(3)all cash dividends paid on any series of preferred stock of such Person or any of its Restricted Subsidiaries (other than to the Issuer or a Restricted Subsidiary of the Issuer), in each case, determined on a consolidated basis in accordance with GAAP.

“Foreign Subsidiary” means any Subsidiary that is not incorporated under the laws of the United States of America, any State thereof or the District of Columbia.

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“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on August 23, 2007.  For the purposes of this Indenture, the term “consolidated” with respect to any Person shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.

“Global Note Legend” means the legend set forth in Section 2.06(g)(2), which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibits A1 and A2 hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) and the payment for which the United States pledges its full faith and credit.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantors” means each Restricted Subsidiary of the Issuer that executes a Subsidiary Guarantee in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Subsidiary Guarantee of such Person has been released in accordance with the provisions of this Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1)interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2)other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3)other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Holder” means a Person in whose name a Note is registered.

“Holdings” means Symbol Holdings Corporation, a Delaware corporation.

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“Indebtedness” means, with respect to any specified Person, the principal and premium (if any) of any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1)in respect of borrowed money;

(2)evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) (other than letters of credit issued in respect of trade payables);

(3)in respect of banker’s acceptances;

(4)representing Capital Lease Obligations;

(5)representing the balance deferred and unpaid of the purchase price of any property or services due more than twelve months after such property is acquired or such services are completed (except any such balance that constitutes a trade payable or similar obligation to a trade creditor); or

(6)representing the net obligations under any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit, and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.  In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

Notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) contingent obligations, including Guarantees, incurred in the ordinary course of business or in respect of operating leases, and not in respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) Obligations under or in respect of a Qualified Receivables Transaction or (5) payment obligations under the Agreement and Plan of Merger, including any obligation to make appraisal payments.

The amount of any Indebtedness outstanding as of any date shall be:

(1)the accreted value thereof (together with any interest thereon that is more than 30 days past due), in the case of any Indebtedness that does not require current payments of interest; and

(2)the principal amount thereof, in the case of any other Indebtedness.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the Notes issued under this Indenture on the date hereof.

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“Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and Greenwich Capital Markets, Inc.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers and commission, travel, relocation and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet (excluding the footnotes) prepared in accordance with GAAP.  If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Issuer, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Issuer’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(c).  The acquisition by the Issuer or any Restricted Subsidiary of the Issuer of a Person that holds an Investment in a third Person will not be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person, unless such third Person’s Investment was made in contemplation of the acquisition by the Issuer or a Restricted Subsidiary, in which case it shall be an Investment in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 4.07(c).  The outstanding amount of any Investment shall be the original cost thereof, reduced by all returns on such Investment (including dividends, interest, distributions, returns of principal and profits on sale).

“Issue Date” means June 3, 2008.

“Issuer” means the party named as the “Issuer” in the first paragraph of this Indenture and any successor obligor.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.  If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed a Lien.

“Make-Whole Redemption Date” means the date on which any Note is redeemed pursuant to Section 5(c) of the Notes.

“Management Agreements” means the management, service or similar agreements pursuant to which the Issuer or any of its Qualified Restricted Subsidiaries manages the assets and businesses of any of its Restricted Subsidiaries.

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“Minority Interests” means the interests in income of the Issuer’s Restricted Subsidiaries held by Persons other than the Issuer or a Restricted Subsidiary, as reflected on the Issuer’s consolidated financial statements.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable law, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, including taxes resulting from the transfer of the proceeds of such Asset Sale to the Issuer, in each case, after taking into account:

(1)any available tax credits or deductions and any tax sharing arrangements;

(2)amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale;

(3)any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP;

(4)any reserve for adjustment in respect of any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any Restricted Subsidiary after such sale or other disposition thereof;

(5)any distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale; and

(6)in the event that a Restricted Subsidiary consummates an Asset Sale and makes a pro rata payment of dividends to all of its stockholders from any cash proceeds of such Asset Sale, the amount of dividends paid to any stockholder other than the Issuer or any other Restricted Subsidiary; provided that any net proceeds of an Asset Sale by a Non-Guarantor Subsidiary that are subject to legal or contractual restrictions on repatriation to the Issuer will not be considered Net Proceeds for so long as such proceeds are subject to such restrictions; provided, however, that any such contractual restrictions on repatriation were not entered into in contemplation of such Asset Sale.

“Non-Guarantor Subsidiaries” means (v) any Unrestricted Subsidiary, (w) any Receivables Subsidiary, (x) any Foreign Subsidiary and (y) any other Subsidiary of the Issuer that does not guarantee the Issuer’s Obligations under the Credit Agreement.

“Non-Recourse Debt” means Indebtedness:

(1)as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or (c) otherwise constitutes the lender;

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(2)no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Issuer or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of such other Indebtedness to be accelerated or payable prior to its Stated Maturity;

(3)as to which the lenders have been notified in writing or have agreed in writing (in the agreement relating thereto or otherwise) that they will not have any recourse to the stock or assets of the Issuer or any of its Restricted Subsidiaries; and

(4)except to the extent of any Guarantee thereof as permitted by the definition of “Unrestricted Subsidiary.”

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” has the meaning assigned to it in the preamble to this Indenture.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the Issuer’s offering memorandum, dated May 29, 2008, related to the issuance and sale of the Initial Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person.

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by one Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that meets the requirements of Section 13.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel that meets the requirements of Section 13.05 hereof.  The counsel may be an employee of or counsel to the Issuer or any Subsidiary of the Issuer.

“Partial PIK Interest” has the meaning set forth in Exhibit A1 and Exhibit A2 hereto.

“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary.

“Permitted Business” means (i) any business engaged in by the Issuer or any of its Restricted Subsidiaries on the Issue Date and (ii) any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Issuer and its Restricted Subsidiaries are engaged on the Issue Date.

“Permitted Holder” means Crestview Partners GP, L.P., the Co-Investors and members of management of the Issuer who are holders of Equity Interests on the Issue Date, and their respective Affiliates.

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“Permitted Investments” means:

(1)any Investment in the Issuer, in a Guarantor or in a Qualified Restricted Subsidiary;

(2)any Investment in Cash Equivalents;

(3)any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person (other than the Issuer, a Guarantor or a Qualified Restricted Subsidiary of the Issuer) that is engaged as its primary business in a Permitted Business, if as a result of such Investment:

(a)such Person becomes a Qualified Restricted Subsidiary; or

(b)such Person, in one transaction or a series of transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer, or a Qualified Restricted Subsidiary of the Issuer.

(4)any Investment received in connection with an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof or in connection with the disposition of assets not constituting an Asset Sale;

(5)any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Issuer or any parent of the Issuer;

(6)any Investments received in compromise, settlement or resolution of (A) obligations of trade debtors or customers that were incurred in the ordinary course of business of the Issuer or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade debtor or customer, (B) litigation, arbitration or other disputes with Persons who are not Affiliates or (C) as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7)Investments represented by Hedging Obligations entered into to protect against fluctuations in interest rates, exchange rates and commodity prices;

(8)any Investment in payroll, travel and similar advances to cover business-related travel expenses, moving expenses or other similar expenses, in each case incurred in the ordinary course of business;

(9)Investments in receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

(10)Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business;

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(11)obligations of one or more officers or other employees of the Issuer or any of its Restricted Subsidiaries in connection with such officer’s or employee’s acquisition of shares of Capital Stock of the Issuer or Capital Stock of Holdings (or any other direct or indirect parent company of the Issuer) so long as no cash or other assets are paid by the Issuer or any of its Restricted Subsidiaries to such officers or employees in connection with the acquisition of any such obligations;

(12)loans or advances to and guarantees provided for the benefit of employees made in the ordinary course of business of the Issuer or the Restricted Subsidiary of the Issuer in an aggregate principal amount not to exceed $2.5 million at any one time outstanding;

(13)Investments existing as of the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing as of the Issue Date (excluding any such extension, modification or renewal involving additional advances, contributions or other investments of cash or property or other increases thereof unless it is a result of the accrual or accretion of interest or original issue discount or payment-in-kind pursuant to the terms, as of the Issue Date, of the original Investment so extended, modified or renewed) and pursuant to any binding commitment outstanding as of the Issue Date;

(14)repurchases of the Notes;

(15)(A) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15)(A) that are at the time outstanding not to exceed $23.0 million during any period of twelve consecutive months (with any amount not used during this period to be carried forward to any subsequent period) and (B) other Investments consisting of loans or advances to, or Guarantees of Indebtedness of, any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15)(B) that are at the time outstanding not to exceed $23.0 million during any period of twelve consecutive months (with any amount not used during this period to be carried forward to any subsequent period); provided, however, that if any Investment pursuant to this clause (15) is made in any Person that is not a Qualified Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Qualified Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (15) for so long as such Person continues to be a Qualified Restricted Subsidiary (it being understood that if such Person thereafter ceases to be a Qualified Restricted Subsidiary, such Investment will again be deemed to have been made pursuant to this clause (15)); provided, further, that substantially all of the business activities of any such Person consist of a Permitted Business;

(16)the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any other Investment by the Issuer or a Subsidiary of the Issuer in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction customary for such transactions;

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(17)Investments not otherwise permitted by the foregoing clauses in an amount, taken together with all other Investments made pursuant to this clause, not to exceed $11.5 million in the aggregate outstanding at any time;

(18)Guarantees of Indebtedness which Guarantees are made by the Issuer or a Restricted Subsidiary permitted under Section 4.09 and performance guarantees and guarantees of operating leases in the ordinary course of business; provided that if at the time of and after giving effect to any Guarantee (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Qualified Restricted Subsidiaries that is Guaranteed by the Issuer or any Qualified Restricted Subsidiary, together with the aggregate amount of Investments made pursuant to clause (15)(B) exceeds $23.0 million (net of cash returns, or reduction in the amount of such Guarantees by, on any such Investments to the Issuer or a Qualified Restricted Subsidiary) during any period of twelve consecutive months (with any amount not used during such period permitted to be carried forward to any subsequent period) (in each case determined without regard to any write downs or write-offs), such Guarantee shall not be permitted; provided, further, that substantially all of the business activities of any such Restricted Subsidiary that is not a Qualified Restricted Subsidiary whose Indebtedness is so Guaranteed consists of a Permitted Business;

(19)advances to any Person in the ordinary course of business, provided that (i) such advances when made are expected to be repaid within 270 days of such advance and (ii) the aggregate amount of all advances made pursuant to this clause (19) does not exceed $23.0 million at any time outstanding; and

(20)Investments consisting of amounts potentially due from a seller of property in an acquisition that (i) relate to customary post-closing adjustments with respect to accounts receivable, accounts payable and similar items typically subject to post-closing adjustments in similar transactions and (ii) are outstanding for a period of one hundred twenty (120) days or less following the closing of such acquisition.

“Permitted Liens” means:

(1)Liens in favor of the Issuer or the Guarantors;

(2)Liens on property or assets of a Person existing at the time such Person is merged with or into, consolidated with or acquired by the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to the contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person merged into, consolidated with or acquired by the Issuer or such Subsidiary, plus renewals and extensions of such Liens;

(3)Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition, plus renewals and extensions of such Liens;

(4)Liens (including deposits and pledges) to secure the performance of public or statutory obligations, progress payments, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

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(5)Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(4) covering only the assets acquired, constructed or improved with or financed by such Indebtedness;

(6)Liens existing on the Issue Date (other than Liens in favor of the lenders under the Credit Facilities), plus renewals and extensions of such Liens;

(7)Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(8)Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, materialmen’s, laborers’, employees’, suppliers’ and mechanics’ Liens, in each case, incurred in the ordinary course of business;

(9)survey exceptions, title defects, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that do not materially interfere with the ordinary conduct of the business of the Issuer and its Subsidiaries, taken as a whole;

(10)Liens created for the benefit of (or to secure) the Notes (or the Subsidiary Guarantees);

(11)Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture; provided, however, that:

(a)the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Indebtedness (plus improvements and accessions to, such property or proceeds or distributions thereof); and

(b)the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(12)Liens with respect to Indebtedness that does not exceed $11.5 million at any one time outstanding, and Obligations in respect thereof;

(13)Liens incurred in connection with a Qualified Receivables Transaction (which, in the case of the Issuer and its Restricted Subsidiaries (other than Receivables Subsidiaries) shall be limited to receivables and related assets referred to in the definition of Qualified Receivables Transaction);

(14)security for the payment of workers’ compensation, unemployment insurance, other social security benefits or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) entered into in the ordinary course of business;

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(15)deposits or pledges in connection with bids, tenders, leases and contracts (other than contracts for the payment of money) entered into in the ordinary course of business;

(16)zoning restrictions, easements, licenses, reservations, provisions, encroachments, encumbrances, protrusion permits, servitudes, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee), in each case, not materially interfering with the ordinary conduct of the business of the Issuer and its Subsidiaries, taken as a whole;

(17)leases, subleases, licenses or sublicenses to third parties entered into in the ordinary course of business;

(18)Liens securing Hedging Obligations entered into to protect against fluctuations in interest rates, exchange rates and commodity prices;

(19)Liens arising out of judgments, decrees, orders or awards in respect of which the Issuer shall in good faith be prosecuting an appeal or proceedings for review which appeal or proceedings shall not have been finally terminated, or if the period within which such appeal or proceedings may be initiated shall not have expired;

(20)Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other obligation of such Unrestricted Subsidiary;

(21)Liens on the assets of Non-Guarantor Subsidiaries securing Indebtedness of Non-Guarantor Subsidiaries that were permitted by the terms of this Indenture to be incurred;

(22)Liens arising from filing Uniform Commercial Code financing statements regarding leases;

(23)Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of banking institution encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24)Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(25)Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) permitted to be incurred pursuant to clause (1) of Section 4.09(b);

(26)Liens created or deemed to exist by the establishment of trusts for the purpose of satisfying government reimbursement program costs and other actions or claims pertaining to the same or related matters or other medical reimbursement programs;

(27)Liens solely on any cash earned money deposits made by the Issuer or any Restricted Subsidiary with any letter of intent or purchase agreement permitted hereunder; and

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(28)Liens securing Indebtedness (including liens securing any Obligations in respect thereof) permitted to be incurred pursuant to Section 4.09(a) so long as after giving effect to such incurrence the Consolidated Secured Debt Ratio of the Issuer and its Restricted Subsidiaries shall be equal to or less than 4.25 to 1.0 for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Lien is incurred.

“Permitted Payment Restriction” means any encumbrance or restriction on the ability of any Restricted Subsidiary to pay dividends or make any other distributions on its Equity Interests to the Issuer or a Restricted Subsidiary which restriction would not materially impair the Issuer’s ability to make scheduled payments of cash interest and to make required principal payments on the notes as determined in good faith by the chief financial officer of the Issuer, whose determination shall be conclusive.

“Permitted Payments to Parent” means

(1)payments, directly or indirectly, to Holdings or any other direct or indirect parent company of the Issuer to be used by Holdings (or any other direct or indirect parent company of the Issuer) to pay (x) consolidated, combined or similar Federal, state and local taxes payable by Holdings (or such parent company) and directly attributable to (or arising as a result of) the operations of the Issuer and its Subsidiaries and (y) franchise or similar taxes and fees of Holdings (or such parent company) required to maintain Holdings’ (or such parent company’s) corporate or other existence and other taxes; provided that:

(a)the amount of such dividends, distributions or advances paid shall not exceed (x) the amount that would be due with respect to a consolidated, combined or similar Federal, state or local tax return that included the Issuer and its Subsidiaries if the Issuer was a corporation for Federal, state and local tax purposes plus (y) the actual amount of such franchise or similar taxes and fees of Holdings (or such parent company) required to maintain Holdings’ (or such parent company’s) corporate or other existence and other taxes, each as applicable; and

(b)such payments are used by Holdings (or such parent company) for such purposes within 90 days of the receipt of such payments;

(2)payments, directly or indirectly, to Holdings or any other direct or indirect parent company of the Issuer if the proceeds thereof are used to pay general corporate and overhead expenses (including salaries and other compensation of employees) incurred in the ordinary course of its business or of the business of Holdings or such other parent company of the Issuer as a direct or indirect holding company for the Issuer or used to pay fees and expenses (other than to Affiliates) relating to any unsuccessful debt or equity financing; and

(3)payments, directly or indirectly, to Holdings or any other direct or indirect parent company of the Issuer if the proceeds thereof are used to pay amounts payable to the Permitted Holders to the extent permitted by clause (15) of Section 4.11, solely to the extent such amounts are not paid directly by the Issuer or its Subsidiaries.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease or discharge other Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

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(1)the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees, commissions, discounts and expenses, including premiums, incurred in connection therewith);

(2)either (a) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged or (b) all scheduled payments on or in respect of such Permitted Refinancing Indebtedness (other than interest payments) shall be at least 91 days following the final scheduled maturity of the Notes;

(3)if the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged; and

(4)such Indebtedness is incurred

(a)by the Issuer or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(b)by the Issuer or any Guarantor if the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is the Issuer or a Guarantor; or

(c)by any Non-Guarantor Subsidiary if the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is a Non-Guarantor Subsidiary.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“PIK Interest” has the meaning set forth in Exhibit A1 and Exhibit A2 hereto.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Pro Forma Cost Savings” means, with respect to any period, (A) the operating expense reductions and other operating improvements or synergies that (i) were directly attributable to an acquisition, merger, consolidation or disposition (a “pro forma event”) that occurred during the four-quarter reference period or subsequent to the four-quarter reference period and on or prior to the Calculation Date and calculated on a basis that is consistent with Article 11 of Regulation S-X under the Securities Act as in effect and applied as of the Issue Date, (ii) were actually implemented by the business that was the subject of any such pro forma event within 12 months after the date of such pro forma event and prior to the Calculation Date that are reasonably determined in good faith by a responsible financial or accounting officer of the Issuer or (iii) relate to the business that is the subject of any such pro forma event and that are reasonably determined in good faith by a responsible financial or accounting officer of the Issuer and is expected to be taken in the 12 months following such pro forma event and (B) all adjustments of the nature

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used in connection with the calculation of “Adjusted EBITDA” as set forth in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period and, in the case of each of (A) and (B), are described in an Officer’s Certificate, as if all such reductions in costs had been effected as of the beginning of such period.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Stock.

“Qualified Proceeds” means any of the following or any combination of the following:

(1)Cash Equivalents;

(2)the Fair Market Value of assets that are used or useful in the Permitted Business; and

(3)the Fair Market Value of the Capital Stock of any Person engaged primarily in a Permitted Business if, in connection with the receipt by the Issuer or any of its Restricted Subsidiaries of such Capital Stock, such Person becomes a Restricted Subsidiary or such Person is merged or consolidated into the Issuer or any Restricted Subsidiary;

provided that (i) for purposes of clause (3) of Section 4.07(a), Qualified Proceeds shall not include Excluded Contributions and (ii) the amount of Qualified Proceeds shall be reduced by the amount of payments made in respect of the applicable transaction which are permitted under clause (8) of Section 4.11(b).

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by the Issuer or any of its Subsidiaries pursuant to which the Issuer or any of its Subsidiaries sells, conveys or otherwise transfers, or grants a security interest, to:

(1)a Receivables Subsidiary (in the case of a transfer by the Issuer or any of its Subsidiaries, which transfer may be effected through the Issuer or one or more of its Subsidiaries); and

(2)if applicable, any other Person (in the case of a transfer by a Receivables Subsidiary),

in each case, in any accounts receivable (including health care insurance receivables), instruments, chattel paper, general intangibles and similar assets (whether now existing or arising in the future, the “Receivables”) of the Issuer or any of its Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such Receivables, all contracts, contract rights and all guarantees or other obligations in respect of such Receivables, proceeds of such Receivables and any other assets, which are customarily transferred or in respect of which security interests are customarily granted in connection with receivables financings and asset securitization transactions of such type, together with any related transactions customarily entered into in a receivables financings and asset securitizations, including servicing arrangements.  All determinations under this Indenture as to whether a particular provision in respect of a receivables transaction is customary shall be made by the Issuer in good faith (which determination shall be conclusive).

“Qualified Restricted Subsidiary” means any Restricted Subsidiary that satisfies each of the following requirements: (1) except for Permitted Payment Restrictions, there are no consensual restrictions,

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directly or indirectly, on the ability of such Restricted Subsidiary to pay dividends or make distributions to the holders of its Equity Interests; (2) the Equity Interests of such Restricted Subsidiary consist solely of (A) Equity Interests owned by the Issuer and its Qualified Restricted Subsidiaries, (B) Equity Interests owned by Strategic Investors and (C) directors’ qualifying shares and (3) the primary business of such Restricted Subsidiary is a Permitted Business.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Qualified Receivables Transaction.

“Receivables Subsidiary” means a Subsidiary of the Issuer which engages in no activities other than in connection with the financing of accounts receivable and in businesses related or ancillary thereto and that is designated by the Board of Directors of the Issuer (as provided below) as a Receivables Subsidiary

(A)no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which:

(1)is guaranteed by the Issuer or any Subsidiary of the Issuer (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities customarily entered into in connection with a Qualified Receivables Transaction);

(2)is recourse to or obligates the Issuer or any Subsidiary of the Issuer in any way other than pursuant to representations, warranties, covenants and indemnities customarily entered into in connection with a Qualified Receivables Transaction; or

(3)subjects any property or asset of the Issuer or any Subsidiary of the Issuer (other than accounts receivable and related assets as provided in the definition of Qualified Receivables Transaction), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities customarily entered into in connection with a Qualified Receivables Transaction; and

(B)with which neither the Issuer nor any Subsidiary of the Issuer has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Issuer or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer, other than as may be customary in a Qualified Receivables Transaction including for fees payable in the ordinary course of business in connection with servicing accounts receivable; and

(C)with which neither the Issuer nor any Subsidiary of the Issuer has any obligation to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results other than pursuant to representations, warranties, covenants and indemnities entered into in connection with a Qualified Receivables Transaction.  Any such designation by the Board of Directors of the Issuer will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

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“Registration Rights Agreement” means (i) the Registration Rights Agreement, dated as of June 3, 2008 among the Issuer, the Guarantors and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time and (ii) with respect to any Additional Notes, one or more registration rights agreements among the Issuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuer to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A2 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A2 hereto bearing the legend set forth in Section 2.06(g)(3) deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Replacement Preferred Stock” means any Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace or discharge any Disqualified Stock of the Issuer or any of its Restricted Subsidiaries (other than intercompany Disqualified Stock); provided that such Replacement Preferred Stock (i) is issued by the Issuer or by the Restricted Subsidiary who is the issuer of the Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged, and (ii) does not have an initial liquidation preference in excess of the liquidation preference plus accrued and unpaid dividends on the Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged.

“Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

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“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02(w)(1) or (2) of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on August 23, 2007.  For purposes of determining whether an Event of Default has occurred, if any group of Restricted Subsidiaries as to which a particular event has occurred and is continuing at any time would be, taken as a whole, a “Significant Subsidiary” then such event shall be deemed to have occurred with respect to a Significant Subsidiary.

“Sponsor Management Agreement” means the Management Agreement between the Issuer and Crestview Partners GP, L.P.  dated as of August 23, 2007.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Strategic Investors” means physicians, hospitals, health systems, other healthcare providers, other healthcare companies and other similar strategic joint venture partners which joint venture partners are actively involved in the day-to-day operations of providing surgical care and surgery-related services, or, in the case of physicians, that have retired therefrom, individuals who are former owners or employees of surgical care facilities purchased by the Issuer, any of its Restricted Subsidiaries, and consulting firms that receive common stock solely as consideration for consulting services performed.

“Subsidiary” means, with respect to any specified Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date.

“Subsidiary Guarantee” means the Guarantee by each Guarantor of the Issuer’s Obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified thereunder.

“Total Assets” means the total consolidated assets of the Issuer and its Restricted Subsidiaries as set forth on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries prepared in accordance with GAAP.

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“Transactions” means the transactions contemplated by the Agreement and Plan of Merger and the other related transactions described in the Offering Memorandum.

“Treasury Management Obligations” means obligations under any agreement governing the provision of treasury or cash management services, including deposit accounts, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services.  Treasury Management Obligations shall not constitute Indebtedness.

“Treasury Rate” means, with respect to any Make-Whole Redemption Date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to such Make-Whole Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Make-Whole Redemption Date to August 23, 2011; provided, however, that if the period from such Make-Whole Redemption Date to August 23, 2011 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from such Make-Whole Redemption Date to August 23, 2011 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trustee” means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means any Subsidiary of the Issuer that is designated by the Board of Directors of the Issuer as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors and any Subsidiary of an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1)such designation complies with Section 4.07; and

(2)each of:

(a)the Subsidiary to be so designated; and

(b)its Subsidiaries

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has not at the time of designation, and does not thereafter, incur any Indebtedness other than Non-Recourse Debt (except to the extent such Indebtedness by the Issuer or any Restricted Subsidiary is otherwise permitted to be incurred under this Indenture).

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary” of any specified Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interest of which (other than directors’ qualifying shares) will at that time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

SECTION 1.02Other Definitions.

Term	Defined in Section
“Affiliate Transaction”	4.11
“AHYDO Redemption Date”	3.08(b)
“Asset Sale Offer”	3.09
“Authentication Order”	2.02
“Calculation Date”	1.01 (Definition of “Fixed Charge Coverage Ratio”)
“Change of Control Offer”	4.15
“Change of Control Payment”	4.15
“Change of Control Payment Date”	4.15
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“incur”	4.09
“Legal Defeasance”	8.02
“Mandatory Principal Redemption”	3.08(b)
“Mandatory Principal Redemption Amount”	3.08(b)
“Offer Amount”	3.09
“Offer Period”	3.09
“Paying Agent”	2.03
“Permitted Debt”	4.09
“Payment Default”	6.01
“PIK Notes”	2.01(d)
“PIK Payment”	2.01(d)
“Purchase Date”	3.09
“Registrar”	2.03
“Restricted Payments”	4.07
“Temporary Notes”	2.10

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SECTION 1.03Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Subsidiary Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon the Notes and the Subsidiary Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

SECTION 1.04Rules of Construction and Calculation.

Unless the context otherwise requires:

(1)a term has the meaning assigned to it;

(2)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)“or” is not exclusive;

(4)words in the singular include the plural, and in the plural include the singular;

(5)“will” shall be interpreted to express a command;

(6)provisions apply to successive events and transactions;

(7)references to sections of or rules under the Securities Act will be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(8)“including” shall be interpreted to mean “including without limitation”; and

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(9)references to Sections, Articles and Exhibits shall refer to Sections, Articles and Exhibits of this Indenture.

ARTICLE 2.

THE NOTES

SECTION 2.01Form and Dating.

(a)General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibits A1 or A2 attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage (provided that any such notation, legend or endorsement required by usage is in a form reasonably acceptable to the Issuer). Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples of $1,000 in excess thereof except PIK Notes in respect of Definitive Notes may be issued in $1 increments.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b)Global Notes. Notes issued in global form shall be substantially in the form of Exhibits A1 or A2 attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A1 attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, repurchases, and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 and shall be made on the records of the Trustee and the Depositary.

(c)Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

(1)a written certificate from the Depositary certifying that it has received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any Beneficial Owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b)); and

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(2)an Officer’s Certificate from the Issuer.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d)PIK Notes. In connection with the payment of PIK Interest or Partial PIK Interest in respect of the Notes, the Issuer is entitled to, without the consent of the Holders and without regard to Section 4.09, increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture on the same terms and conditions as the Notes offered hereby (in each case, the “PIK Payment”). The Notes and the PIK Notes will be treated as a single class of securities under this Indenture, except as otherwise stated herein. As a result, Holders of Notes will not have separate rights to, among other things, give notice of Defaults or to direct the Trustee to exercise remedies during an Event of Default or otherwise. Except as described under Article 9 hereof, the Notes offered by the Issuer, the PIK Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any PIK Notes and Additional Notes that are actually issued, and references to “principal amount” of the Notes includes any increase in the principal amount of the outstanding Notes as a result of a PIK Payment.

SECTION 2.02Execution and Authentication.

At least one Officer must sign the Notes for the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature of the Trustee shall be conclusive evidence that the Note has been duly authenticated under this Indenture.

The Trustee shall authenticate and deliver:  (i) on the Issue Date, an aggregate principal amount of $179,937,000 11.00%/11.75% Senior PIK Toggle Notes due 2015, (ii) Additional Notes for an original issue in an aggregate principal amount specified in an Authentication Order pursuant to this Section 2.02, (iii) PIK Notes as set forth in Section 2.01(d) and (iv) Exchange Notes for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, for a like principal amount of Initial Notes or Additional Notes and/or PIK Notes, in each case upon a written order of the Issuer signed by one Officer (an “Authentication Order”). Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

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SECTION 2.03Registrar and Paying Agent.

The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

SECTION 2.04Paying Agent To Hold Money in Trust.

The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Additional Interest, if any, or interest on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require in writing a Paying Agent to pay all money held by it in trust to the Trustee. The Issuer at any time may require in writing a Paying Agent to pay all money held by it in trust to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders and the Issuer shall otherwise comply with TIA Section 312(a).

SECTION 2.06Transfer and Exchange.

(a)Transfer and Exchange of Global Notes. A Global Note may not be transferred except in whole (but not in part) by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be exchanged by the Issuer for Definitive Notes if:

(1)the Depository (a) notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the

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Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 90 days after the date of such notice from the Depositary;

(2)there has occurred and is continuing a Default or an Event of Default with respect to the Notes.

Upon the occurrence of any of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); however, beneficial interests in a Global Note may be transferred and exchanged for beneficial interests in other Global Notes as provided in Section 2.06(b), (c) or (f).

(b)Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1)Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2)All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A)both:

(i)a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

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(B)both:

(i)a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in clause (i) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act.

Upon consummation of an Exchange Offer by the Issuer in accordance with Section 2.06(f), the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the holder of such beneficial interests in the Restricted Global Notes.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h).

(3)Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A)if the transferee shall take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B)if the transferee shall take delivery in the form of a beneficial interest in the Regulation S Global Note then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(4)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

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(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(i)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(ii)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)Transfer or Exchange of Beneficial Interests for Definitive Notes.

(1)Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

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(C)if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h), and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2)Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C), a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(3)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

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(D)the Registrar receives the following:

(i)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(ii)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(4)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2), the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h), and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) shall not bear the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

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(D)if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such Restricted Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F)if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of the applicable Global Note.

(2)           Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(i)if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(ii)if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

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Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes transferred or exchanged pursuant to subparagraph (2)(B), (2)(D) or (3) above.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing.  In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1)Restricted Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)if the transfer shall be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transfer shall be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C)if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(2)Restricted Definitive Notes to Unrestricted Definitive Notes.  Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange,

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or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a broker-dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B)any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Registrar receives the following:

(i)if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

(ii)if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)Exchange Offer.  Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate:

(1)one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer; and

(2)Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer.

Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer shall execute

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and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.

(g)Legends.  The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1)Private Placement Legend.

(A)Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form.

“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE ‘SECURITIES ACT’) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.”

(B)Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(2)Global Note Legend.  Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.01 AND SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

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UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3)Regulation S Temporary Global Note Legend.  Each Regulation S Temporary Global Note shall bear a legend in substantially the following form.

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON.”

(h)Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)General Provisions Relating to Transfers and Exchanges.

(1)To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.

(2)No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require

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payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.06).

(3)The Registrar shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5)The Issuer shall not be required:

(A)to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of selection;

(B)to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C)to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(6)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(7)The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.

(8)All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(9)Neither the Trustee nor the Registrar shall be under any obligation or duty to determine or inquire as to compliance with the Securities Act (including any rules or regulations promulgated thereunder) or any state securities laws that may be applicable in connection with or with respect to any transfer of any interest in any Note (including any transfers between or among Beneficial Owners of interests in any Global Note) or to monitor, determine or inquire as to compliance with any restriction on transfer imposed under this Indenture with respect to transfers of interests in any security (including any transfers between or among Beneficial Owners of interests in any Global Notes); except that the Trustee shall be under a duty to require delivery of such certificates and other documentation, if any, as are expressly required in the applicable circumstance, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance on their face with the express requirements hereof. The Trustee shall have no responsibility for (i) the actions or omissions of the Depositary, or for the accuracy of the books or records of the Depositary and (ii) transfers, of which it has no knowledge, between or among Beneficial Owners of interests in the same Global Note.

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SECTION 2.07Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Registrar and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met.  If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced.  The Issuer may charge for its expenses in replacing a Note.

Every replacement Note is an additional obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

SECTION 2.08Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding.  Subject to Section 2.09, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.09Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or any of its Subsidiaries, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.

SECTION 2.10Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes (“Temporary Notes”).  Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for Temporary Notes and as may be reasonably acceptable to the Trustee.  Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Notes in exchange for Temporary Notes.

Holders of Temporary Notes shall be entitled to all of the benefits of this Indenture.

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SECTION 2.11Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Notes (subject to the record retention requirement of the Exchange Act).  Certification of the disposal of all canceled Notes shall be delivered to the Issuer upon its request therefor.  The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.  If the Issuer shall acquire any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.11.

SECTION 2.12Defaulted Interest.

If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01.  The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment.  The Issuer shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest.  At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

SECTION 2.13CUSIP Numbers.

The Issuer in issuing the Notes may use CUSIP numbers and corresponding ISIN numbers (if then generally in use), and, if so, the Trustee will use CUSIP numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption will not be affected by any defect in or omission of such numbers.  The Issuer will promptly notify the Trustee of any change in the CUSIP numbers.

SECTION 2.14Issuance of Additional Notes.

The Issuer will be entitled, from time to time, subject to its compliance with Section 4.09, without consent of the Holders, to issue Additional Notes under this Indenture with identical terms as the Initial Notes issued on the Issue Date other than with respect to (i) the date of issuance, (ii) the issue price, (iii) the amount of interest payable on the first interest payment date and (iv) any adjustments in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws).  The Initial Notes issued on the Issue Date, the PIK Notes, any Additional Notes and all Exchange Notes issued in exchange therefor will be treated as a single class for all purposes under this Indenture.

With respect to any Additional Notes, the Issuer will set forth in an Officer’s Certificate pursuant to a resolution of the Board of Directors of the Issuer, copies of which will be delivered to the Trustee, the following information:

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(1)the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(2)the issue price, the issue date and the CUSIP number of such Additional Notes; and

(3)whether such Additional Notes will be subject to transfer restrictions or will be issued in the form of Exchange Notes.

ARTICLE 3.

REDEMPTION AND PREPAYMENT

SECTION 3.01Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 5 of the Notes, the Issuer shall furnish to the Trustee, at least 30 days but not more than 60 days before the redemption date, an Officer’s Certificate setting forth:

(1)the clause of this Indenture pursuant to which the redemption shall occur;

(2)the redemption date;

(3)the principal amount of the Notes to be redeemed; and

(4)the redemption price.

SECTION 3.02Selection of Notes To Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select Notes for redemption or purchase on a pro rata basis except:

(1)if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

(2)if otherwise required by law.

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased.  Notes and portions of Notes selected shall be in amounts of $1,000 or integral multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased.  Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

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SECTION 3.03Notice of Redemption.

Subject to the provisions of Section 3.09, at least 30 days but not more than 60 days before a redemption date, the Issuer shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 12 of this Indenture.

The notice shall identify the Notes to be redeemed (including CUSIP Number(s)) and shall state:

(1)the redemption date;

(2)the redemption price;

(3)if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(4)the name and address of the Paying Agent;

(5)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6)that, unless the Issuer defaults in making such redemption payment, interest and Additional Interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date;

(7)the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(8)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided, however, that the Issuer has delivered to the Trustee, at least 45 days prior to the redemption date (or such shorter period as to which the Trustee may agree), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.04Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price.  A notice of redemption may be conditional.

SECTION 3.05Deposit of Redemption or Purchase Price.

On the relevant redemption or purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Additional

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Interest, if any, on all Notes to be redeemed or purchased on that date.  The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Additional Interest, if any, on, all Notes to be redeemed or purchased.

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest and Additional Interest, if any, shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase.  If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date.  If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01.

SECTION 3.06Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered; provided that each new Note will be in denominations of $1,000 or an integral multiple of $1,000 in excess thereof.

SECTION 3.07Optional Redemption.

The Notes are subject to optional redemption as provided in Section 5 of each of the Notes.  Any redemption of the Notes pursuant to such Section shall be made pursuant to the provisions of Sections 3.01 through 3.06.

SECTION 3.08Mandatory Redemption

(a)           Except as set forth in Section 3.08(b), the Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

(b)           If the Notes would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, at the end of the first accrual period ending after the fifth anniversary of the Issue Date and each accrual period thereafter (each, an “AHYDO Redemption Date”), the Issuer will be required to redeem for cash a portion of each Note then outstanding equal to the Mandatory Principal Redemption Amount (such redemption, a “Mandatory Principal Redemption”).  The redemption price for the portion of each Note redeemed pursuant to a Mandatory Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption.  The “Mandatory Principal Redemption Amount” means the portion of a Note determined by the Issuer to be required to be redeemed to prevent such Note from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code.  No partial redemption or repurchase of the Notes prior to each AHYDO Redemption Date pursuant to any other provision of this Indenture will alter the Issuer’s obligation to make the Mandatory Principal Redemption with respect to any Notes that remain outstanding on such AHYDO Redemption Date.

Any redemption of the Notes pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

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SECTION 3.09Offer To Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10, the Issuer is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it shall follow the procedures specified below.

The Asset Sale Offer shall be made to all Holders and if the Issuer elects (or is required by the terms of other pari passu indebtedness), all holders of other Indebtedness that is pari passu with the Notes.  The Asset Sale Offer shall remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”).  No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness, if any, (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer.  Payment for any Notes so purchased shall be made pursuant to Section 4.01.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee.  The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer.  The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(1)           that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 and the length of time the Asset Sale Offer shall remain open;

(2)           the Offer Amount, the purchase price and the Purchase Date;

(3)           that any Note not tendered or accepted for payment shall continue to accrue interest;

(4)           that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

(5)           that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in a minimum amount of $1,000 or an integral multiple of $1,000 in excess thereof only;

(6)           that Holders electing to have Notes purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(7)           that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

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(8)           that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Issuer shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and

(9)           that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.09.  The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer, shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered.  Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof.  The Issuer shall publicly announce the results of the Asset Sale Offer on the Purchase Date.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

ARTICLE 4.

COVENANTS

SECTION 4.01Payment of Notes.

The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary thereof, holds on the due date money deposited by or on behalf of the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.  The Issuer shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful.  Interest on the Notes shall accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid.  Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

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SECTION 4.02Maintenance of Office or Agency.

The Issuer shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.  The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Issuer fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes.  The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

SECTION 4.03Reports.

(a)           Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer shall furnish to the Trustee and to Cede & Co., the nominee of DTC, and the Holders of the Notes, within the time periods that are applicable to the Issuer (or, if not applicable, would be if the Issuer were required to file such reports under Section 13(a) or 15(d) of the Exchange Act as a non-accelerated filer):

(1)           all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, if the Issuer was required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the Issuer’s consolidated financial condition and results of operation and, with respect to the annual information only, a report thereon by the Issuer’s independent registered public accountants but not any assessment, attestation or audit of internal controls pursuant to Section 404 of the Sarbanes-Oxley Act or rules and regulations promulgated thereunder; and

(2)           all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer was required to file such reports.

(b)           The Issuer may satisfy its obligation to furnish such information to the Trustee and Cede & Co. at any time by filing such information with the SEC.  In addition, the Issuer agrees that, for so long as any Notes remain outstanding, the Issuer will furnish to any Beneficial Owner of Notes or to any prospective purchaser of Notes in connection with any sale thereof, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(c)           If at any time Holdings (or any other direct or indirect parent company of the Issuer) becomes a Guarantor of the Notes (there being no obligation of Holdings or any other direct or indirect parent company of the Issuer to do so), and Holdings (or such other parent company) holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer, Holdings or any other direct or indirect parent company of the Issuer (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the reports, information and other documents required to be furnished to the

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Trustee and Cede & Co. or filed with the SEC pursuant to this Section 4.03 may, at the option of the Issuer, be those of Holdings (or such other parent company) rather than the Issuer.

Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement described in the Registration Rights Agreement (1) by the filing with the SEC of the exchange offer registration statement or shelf registration statement (or any other similar registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above, or (2) by posting reports that would be required to be filed substantially in the form required by the SEC (subject to the limitations set forth above) on the Issuer’s website (or that of any of its parent companies) or providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operation”) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above.

(d)           Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.01(4) until 90 days after the date any report hereunder is due.

(e)           Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SECTION 4.04Compliance Certificate.

(a)           The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Issuer, an Officer’s Certificate stating that a review of the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).

(b)           So long as any of the Notes are outstanding, the Issuer shall deliver to the Trustee, within 30 days upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Issuer is taking or proposes to take with respect thereto.

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SECTION 4.05[Reserved].

SECTION 4.06Stay, Extension and Usury Laws.

The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.07Restricted Payments.

(a)           The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(A)          declare or pay any dividend or make any other payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuer); provided that the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of a Restricted Subsidiary of the Issuer shall not constitute a Restricted Payment;

(B)           purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuer) any Equity Interests of the Issuer, Holdings or any other direct or indirect parent of the Issuer;

(C)           make any payment on or with respect to, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the Notes or to any Subsidiary Guarantee (excluding any intercompany Indebtedness between or among the Issuer and any of its Restricted Subsidiaries), except (i) a payment of interest or principal at the Stated Maturity thereof or (ii) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of any such subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or payment at final maturity, in each case within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition or retirement; or

(D)          make any Restricted Investment;

(all such payments and other actions set forth in these clauses (A) through (D) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(1)           no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

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(2)           the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) of this Indenture; and

(3)           such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries since the Issue Date (including Restricted Payments permitted by clauses (1), (10), (11) and (14) of Section 4.07(b) but excluding all other clauses of Section 4.07(b)), is less than the sum, without duplication, of:

(A)          50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B)           100% of the aggregate Qualified Proceeds received by the Issuer since the Issue Date as a contribution to its equity capital (other than Disqualified Stock) or from the issue or sale of Equity Interests of the Issuer (other than Disqualified Stock, Excluded Contributions, and Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Issuer) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Issuer that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Issuer); plus

(C)           an amount equal to the net reduction in Investments by the Issuer and its Restricted Subsidiaries resulting from (i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of any Restricted Investment that was made after the Issue Date and (ii) repurchases, redemptions and repayments of such Restricted Investments and the receipt of any dividends or distributions from such Restricted Investments (other than, in each case, to the extent such Investment was made by the Issuer or any Restricted Subsidiary of the Issuer pursuant to clause (15) or (19) of Section 4.07(b) and such amounts received have been applied to increase availability under such basket); plus

(D)          to the extent that any Unrestricted Subsidiary of the Issuer designated as such after the Issue Date is redesignated as a Restricted Subsidiary after the Issue Date, an amount equal to the lesser of (i) the Fair Market Value of the Issuer’s interest in such Subsidiary immediately prior to such redesignation and (ii) the aggregate amount of the Issuer’s Investments in such Subsidiary that was previously treated as a Restricted Payment other than, in each case, to the extent such Investment was made by the Issuer or any Restricted Subsidiary of the Issuer pursuant to clause (15) or (19) of Section 4.07(b) and such amounts received have been applied to increase availability under such basket); plus

(E)           in the event the Issuer and/or any Restricted Subsidiary of the Issuer makes any Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary of the Issuer, an amount equal to the existing Investment of the Issuer and/or any of its Restricted Subsidiaries in such Person that was previously treated as a Restricted Payment (other than to the extent such Investment was

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made by the Issuer or any Restricted Subsidiary of the Issuer pursuant to clause (15) or (19) of Section 4.07(b) and such amounts received have been applied to increase availability under such basket).

(b)The preceding Section 4.07(a) shall not prohibit:

(1)           the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture;

(2)           the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of equity capital to the Issuer (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment shall be excluded from clause (3)(B) of Section 4.07(a);

(3)           the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the Notes or to any Subsidiary Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness, or from the substantially concurrent sale (other than to a Restricted Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of equity capital to the Issuer (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(B) of Section 4.07(a);

(4)           the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer which Disqualified Stock was issued after the Issue Date in accordance with Section 4.09;

(5)           the repurchase, redemption or other acquisition or retirement for value of Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer made by exchange for, or out of the proceeds of the substantially concurrent sale of Replacement Preferred Stock that is permitted to be incurred pursuant to Section 4.09;

(6)           the payment of any dividend (or any similar distribution) by a Restricted Subsidiary of the Issuer to the holders of its Equity Interests on a pro rata basis;

(7)           the purchase, redemption or other acquisition or retirement for value of shares of Capital Stock of a Qualified Restricted Subsidiary owned by a Strategic Investor if such purchase, redemption or other acquisition or retirement for value is made for consideration not in excess of the Fair Market Value of such Capital Stock;

(8)           the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer or any Restricted Subsidiary of the Issuer held by any current or former officer, director, employee or consultant (or Affiliates (other than Crestview Partners, L.P. and the Co-Investors) of the foregoing) of the Issuer or any of its Restricted Subsidiaries, and any dividend payment or other distribution by the Issuer or a Restricted Subsidiary to Holdings or any other direct or indirect parent holding company of the Issuer utilized for the repurchase, redemption

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or other acquisition or retirement for value of any Equity Interests of Holdings or such other direct or indirect parent holding company held by axny current or former officer, director, employee or consultant of the Issuer or any of its Restricted Subsidiaries or Holdings or such other parent holding company, in each case, pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement or benefit plan or other agreement of any kind; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $3.0 million in any fiscal year (it being understood, however, that unused amounts permitted to be paid pursuant to this proviso are available to be carried over to subsequent fiscal years); provided, further, that such amount in any fiscal year may be further increased by an amount not to exceed:

(A)          the net cash proceeds from the sale of Equity Interests of the Issuer and, to the extent contributed to the Issuer as equity capital (other than Disqualified Stock), Equity Interests of Holdings or any other direct or indirect parent company of the Issuer, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries, Holdings or any other direct or indirect parent company of the Issuer that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3)(B) of Section 4.07(a) (and, to the extent utilized pursuant to this clause (8), such amount will be excluded from clause (3)(B) of Section 4.07(a)), and excluding Excluded Contributions, plus

(B)           the cash proceeds of key man life insurance policies received by the Issuer and its Restricted Subsidiaries after the Issue Date, less

(C)           the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of this clause (8);

and provided, further, that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from members of management of the Issuer, any of the Issuer’s direct or indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Indenture;

(9)           the repurchase of Equity Interests deemed to occur upon the exercise of options, rights or warrants to the extent such Equity Interests represent a portion of the exercise price of those options, rights or warrants;

(10)         the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the Notes or to any Subsidiary Guarantee with any Excess Proceeds that remain after consummation of an Asset Sale Offer;

(11)         after the occurrence of a Change of Control and within 60 days after the completion of the offer to repurchase the Notes pursuant to Section 4.15 (including the purchase of the Notes tendered), any purchase or redemption of Indebtedness that is contractually subordinated to the Notes or to any Subsidiary Guarantee required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed 101% of the outstanding principal amount thereof, plus any accrued and unpaid interest;

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(12)         cash payments in lieu of fractional shares issuable as dividends on preferred stock or upon the conversion of any preferred stock or convertible debt securities of the Issuer or any of its Restricted Subsidiaries;

(13)         Permitted Payments to Parent;

(14)         so long as no Default has occurred and is continuing or would be caused thereby, the payment:

(A)         by the Issuer or any Restricted Subsidiary to Holdings or any other direct or indirect parent of the Issuer, which payment is used by the Person receiving such payment, following the first initial public offering of common Equity Interests by such Person, to pay dividends of up to 6% per annum of the net proceeds received by such Person in such public offering (or any subsequent public offering of common Equity Interests of such Person) that are contributed to the Issuer as equity capital (other than Disqualified Stock), or

(B)          by the Issuer, following the first initial public offering of common Equity Interests by the Issuer, to pay dividends of up to 6% per annum of the net proceeds received by or contributed to the Issuer in such public offering (or any subsequent public offering of common Equity Interests by the Issuer)

(excluding, in the case of both clause (A) and clause (B), public offerings of common Equity Interests registered on Form S-8 and any other public sale to the extent the proceeds thereof are Excluded Contributions);

(15)         Investments that are made with Excluded Contributions;

(16)         distributions or payments of Receivables Fees and any other payments in connection with a Qualified Receivables Transaction;

(17)         payment of fees and reimbursement of other expenses to the Permitted Holders in connection with the Transactions as described in the Offering Memorandum under the caption “Certain Relationships and Related Party Transactions” or dividends to any direct or indirect parent of the Issuer to fund such payments;

(18)         all payments made or to be made in connection with the Transactions as set forth in the Offering Memorandum including and together with payments to stockholders, and holders of options and warrants for common stock, of the merger consideration (or, in the case of options and warrants, the merger consideration less the exercise price thereof) and all payments made to former stockholders of the Issuer who have validly exercised appraisal rights in connection with the Transactions;

(19)         so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (19) not to exceed the greater of (a) $20.0 million and (b) 3.0% of Total Assets at the time made; and

(20)         the distribution, dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which (i) are cash and/or Cash Equivalents or (ii)

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were contributed to such Unrestricted Subsidiary in anticipation of such distribution, dividend or other payment, as determined in good faith by the Issuer).

(c)The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.  The Fair Market Value of any assets or securities that are required to be valued by this Section 4.07 shall be, if the Fair Market Value thereof exceeds $20.0 million, determined by the Board of Directors of the Issuer, whose resolution with respect thereto shall be delivered to the Trustee.

For purposes of determining compliance with the provisions of this Section 4.07, in the event that a Restricted Payment meets the criteria of more than one of the types of Restricted Payments described in the above clauses, the Issuer, in its sole discretion, may order and classify, and from time to time may reorder and reclassify, such Restricted Payment, if it would have been permitted at the time such Restricted Payment was made and at the time of any such reclassification.

SECTION 4.08Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a)The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(2)make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(3)sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

(b)Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:

(1)agreements governing Existing Indebtedness and the Credit Agreement as in effect on the Issue Date;

(2)this Indenture, the Notes and the Subsidiary Guarantees;

(3)applicable law, rule, regulation or order, including any requirement of any governmental healthcare programs;

(4)any instrument or agreement governing Indebtedness or Capital Stock of a Restricted Subsidiary acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or any of its Subsidiaries, or the property or assets of the Person or any of its Subsidiaries, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

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(5)customary non-assignment provisions in contracts, leases, subleases, licenses and sublicenses entered into in the ordinary course of business;

(6)customary restrictions in leases (including capital leases), security agreements or mortgages or other purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a);

(7)any agreement for the sale or other disposition of all or substantially all the Capital Stock or the assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(8)any instrument or agreement governing Permitted Refinancing Indebtedness; provided that the restrictions contained therein are not materially more restrictive (as determined in good faith by the Issuer), taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9)Liens permitted to be incurred under Section 4.12 of this Indenture that limit the right of the debtor to dispose of the assets subject to such Liens;

(10)provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;

(11)restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(12)customary provisions imposed on the transfer of copyrighted or patented materials;

(13)customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or any Restricted Subsidiary;

(14)customary provisions in connection with a Qualified Receivables Transaction;

(15)contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary of the Issuer in any manner material to the Issuer or any Restricted Subsidiary of the Issuer;

(16)restrictions on the transfer of property or assets required by any regulatory authority having jurisdiction over the Issuer or any Restricted Subsidiary of the Issuer or any of their businesses;

(17)any instrument or agreement governing Indebtedness or preferred stock of any Restricted Subsidiary that is incurred or issued subsequent to the Issue Date and not in violation of Section 4.09; provided that the Issuer’s Board of Directors determines in good faith that restrictions are not reasonably likely to have a materially adverse effect on the Issuer’s and/or Guarantors’ ability to make principal and interest payments on the Notes;

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(18)restrictions in Management Agreements that require the payment of management fees to the Issuer or one of its Restricted Subsidiaries prior to payment of dividends or distributions;

(19)customary provisions in joint venture and other similar agreements, including agreements related to the ownership and operation of surgical facilities, relating solely to such joint venture or facilities or the Persons who own Equity Interests therein; and

(20)any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred to in clauses (1), (2), (4) through (15) and (17) above; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, (as determined by the Issuer in good faith) than those restrictions contained in the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred to in clauses (1), (2), (4) through (15) and (17) above, as applicable prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

For purposes of determining compliance with this covenant, (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

SECTION 4.09Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a)The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Issuer shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Issuer and its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or preferred stock, if the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period; provided that the maximum amount of Indebtedness that may be incurred by Non-Guarantor Subsidiaries under this clause (a) shall be $12.5 million outstanding at any time.

(b)Section 4.09(a) shall not prohibit the incurrence of any of the following items of Indebtedness or the issuance of any of the following items of Disqualified Stock or preferred stock (collectively, “Permitted Debt”):

(1)the incurrence by the Issuer and/or any Restricted Subsidiary of Indebtedness under the Credit Agreement and other Credit Facilities entered into after the date of the Credit Agreement in an aggregate principal amount at any one time outstanding under this clause (1) not to exceed $400.0 million;

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(2)the incurrence by the Issuer and its Restricted Subsidiaries of the Existing Indebtedness outstanding on the Issue Date;

(3)the incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes to be issued on the Issue Date, replacement Notes in respect thereof, if any, and the related Subsidiary Guarantees and the Exchange Notes and related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement (and in each case, including PIK Notes in respect thereof and any related Subsidiary Guarantee);

(4)the incurrence or issuance by the Issuer or any of its Restricted Subsidiaries of (A) Indebtedness, Disqualified Stock or preferred stock of Persons that are acquired by the Issuer, a Guarantor or any Qualified Restricted Subsidiary (including by way of merger or consolidation) in accordance with the terms of this Indenture or incurred by the Issuer or any Restricted Subsidiary to finance such acquisition or merger or (B) Acquired Debt or Indebtedness (including Capital Lease Obligations), Disqualified Stock or preferred stock, in each case, incurred or issued for the purpose of financing all or any part of the purchase price or cost of design, construction, lease, installation or improvement of property (real or personal), plant or equipment used or useful in a Permitted Business (whether through their direct purchase or purchase of Capital Stock of a Person owning such property); provided that aggregate principal amount under this clause (4), including all Permitted Refinancing Indebtedness and Replacement Preferred Stock incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), shall not exceed $57.5 million at any time outstanding;

(5)the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness or Replacement Preferred Stock in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) or any Disqualified Stock or preferred stock that was permitted by this Indenture to be incurred under Section 4.09(a) or clauses (2), (3), (5), (15), (18) or (19) of this Section 4.09(b);

(6)the incurrence by the Issuer, any Guarantors or any Restricted Subsidiaries of intercompany Indebtedness between or among the Issuer, Guarantors and any Restricted Subsidiaries; provided, however, that:

(A)if the Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not the Issuer or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Issuer or the Subsidiary Guarantee, in the case of a Guarantor, except to the extent such subordination would violate any applicable law, rule or regulation; and

(B)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Qualified Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Qualified Restricted Subsidiary, shall be deemed, in each case, to constitute a new incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, which new incurrence is not permitted by this clause (6);

(7)the issuance by any Restricted Subsidiaries to the Issuer, Guarantors or to any of their Restricted Subsidiaries of shares of preferred stock; provided, however, that:

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(A)any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Issuer, or Guarantor or a Restricted Subsidiary of the Issuer; and

(B)any sale or other transfer of any such preferred stock to a Person that is not either the Issuer, a Guarantor or a Restricted Subsidiary of the Issuer,

will be deemed, in each case, to constitute a new issuance of such preferred stock by such Restricted Subsidiary which new issuance is not permitted by this clause (7);

(8)the incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations for the purpose of limiting interest rate, currency or commodity risk;

(9)the Guarantee:

(A)by the Issuer or any of the Guarantors of Indebtedness of the Issuer or a Restricted Subsidiary of the Issuer that was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to the Notes, then the Guarantee shall be subordinated to the same extent as the Indebtedness guaranteed; and

(B)by any Non-Guarantor Subsidiary of Indebtedness of a Non-Guarantor Subsidiary;

(10)the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, letters of credit, performance bonds, surety bonds, appeal bonds or other similar bonds in the ordinary course of business;

(11)the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within five Business Days;

(12)the incurrence of Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, holdback, contingency payment obligations or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or Capital Stock of the Issuer or any Restricted Subsidiary;

(13)Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to any Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(14)the incurrence of Indebtedness resulting from endorsements of negotiable instruments for collection in the ordinary course of business;

(15)Indebtedness that is contractually subordinated to the Notes in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred pursuant to this clause (15), not to exceed $115.0 million;

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(16)Indebtedness of the Issuer or a Restricted Subsidiary in respect of netting services, overdraft protection and otherwise in connection with deposit accounts; provided that such Indebtedness remains outstanding for ten Business Days or less;

(17)the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction;

(18)the incurrence or issuance by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness, Disqualified Stock or preferred stock in an aggregate principal amount (or accreted value or liquidation preference, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness and all Replacement Preferred Stock incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness, Disqualified Stock and preferred stock incurred or issued pursuant to this clause (18), not to exceed $23.0 million;

(19)Indebtedness in respect of promissory notes issued to physicians, consultants, employees or directors or former employees, consultants or directors in connection with repurchases of Equity Interests permitted by Section 4.07(b)(8);

(20)Guarantees by the Issuer or any Guarantor of Indebtedness of a Person permitted by clause (15)(A) of the definition of “Permitted Investments”; and

(21)Indebtedness representing deferred compensation to employees of the Issuer and the Restricted Subsidiaries incurred in the ordinary course of business.

For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (21) above, or is entitled to be incurred pursuant to Section 4.09(a), the Issuer shall be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09 except that Indebtedness under the Credit Agreement outstanding on the Issue Date will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of this Section 4.09(b).  The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock or preferred stock in the form of additional shares of the same class of Disqualified Stock or preferred stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this Section 4.09; provided in each such case, that the amount thereof is included in Fixed Charges of the Issuer as accrued (other than the reclassification of preferred stock as Indebtedness due to a change in accounting principles).

The amount of any Indebtedness outstanding as of any date will be:

(1)the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2)the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3)in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

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(A)the Fair Market Value of such assets at the date of determination; and

(B)the amount of the Indebtedness of the other Person.

SECTION 4.10Asset Sales.

(a)The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2)at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash.  For purposes of this paragraph (2), each of the following shall be deemed to be cash:

(A)Cash Equivalents;

(B)any liabilities (as shown on the Issuer’s most recent consolidated balance sheet) of the Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Issuer or such Restricted Subsidiary from further liability;

(C)any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 180 days of receipt, to the extent of the cash received in that conversion;

(D)(i) any Designated Noncash Consideration received by the Issuer or a Restricted Subsidiary in connection with the sale or contribution of assets by the Issuer or a Restricted Subsidiary to a joint venture with a Strategic Investor; provided, however, that (x) any such Designated Noncash Consideration that is converted into Cash Equivalents shall be treated as Net Proceeds in the manner set forth in Section 4.10(b) and (y) in the event such Designated Noncash Consideration is an Investment (other than in the form of Indebtedness), such Designated Noncash Consideration shall be deemed to have been acquired and consequently reduce amounts available under clause (15) and (17) of the definition of “Permitted Investments,” as determined by the Issuer and (ii) any Designated Noncash Consideration the Fair Market Value of which, when taken together with all other Designated Noncash Consideration received pursuant to this clause (ii) (and not subsequently converted into Cash Equivalents that are treated as Net Proceeds of an Asset Sale), does not exceed the greater of $15 million and 2.5% of Total Assets at the time of receipt since the Issue Date, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value; and

(E)any stock or assets of the kind referred to in clause (2) or (4) of Section 4.10(b).

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Notwithstanding the foregoing, the 75% requirement referred to in clause (2) above shall not apply to any Asset Sale in which the cash or Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% requirement.

(b)Within 450 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option:

(1)to repay or prepay (x) any and all obligations under the Credit Agreement or any other senior Indebtedness secured by Liens or Indebtedness of Non-Guarantor Subsidiaries and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto or (y) Obligations under Indebtedness ranking pari passu with the Notes (and to correspondingly reduce commitments with respect thereto) or reduce Obligations under the Notes as provided under Section 3.07, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an Asset Sale Offer (in accordance with the procedures set forth below)); provided that in the case of a reduction of Obligations other than under the Notes under this clause (y) the Issuer shall use commercially reasonable efforts to equally and ratably reduce Obligations under the Notes as provided under Section 3.07, through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in Section 4.10(c) for an Asset Sale Offer) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid;

(2)to (x) acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Issuer or (y) make Investments pursuant to clause (15) or (17) of the definition of “Permitted Investments;”

(3)to make a capital expenditure with respect to a Permitted Business; or

(4)to acquire Additional Assets;

provided that the requirements of clauses (2) through (4) of this Section 4.01(b) shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to in any of clauses (2) through (4) of this Section 4.01(b) is entered into by the Issuer or its Restricted Subsidiary within 450 days after the receipt of such Net Proceeds with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment in accordance with such agreement within 180 days of such commitment and if such Net Proceeds are not so applied within such 180-day period, then such Net Proceeds shall constitute Excess Proceeds (as defined in Section 4.10(c)).

Pending the final application of any Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture.

(c)Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, within ten Business Days thereof, the Issuer shall make an Asset Sale Offer to all Holders and if the Issuer elects (or is required by the terms of such other pari passu Indebtedness), all holders of other Indebtedness that is pari passu with the Notes.  The offer price in any Asset Sale Offer shall be

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equal to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and shall be payable in cash.  If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture.  If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis.  Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

(d)The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 or this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.09 or this Section 4.10 by virtue of such compliance.

SECTION 4.11Transactions with Affiliates.

(a)The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer involving aggregate consideration in excess of $2.5 million (each, an “Affiliate Transaction”), unless:

(1)the Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

(2)the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the members of the Board of Directors of the Issuer, together with a certified copy of the resolutions of the Board of Directors of the Issuer approving such Affiliate Transaction or Affiliate Transactions.

(b)The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of Section 4.11(a):

(1)any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(2)transactions between or among the Issuer and/or its Restricted Subsidiaries;

(3)transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because the Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4)payment of reasonable directors’ fees;

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(5)any issuance of Equity Interests (other than Disqualified Stock) of the Issuer to Affiliates of the Issuer;

(6)Permitted Investments or Restricted Payments that do not violate Section 4.07;

(7)payment of fees and the reimbursement of other expenses to the Permitted Holders in connection with the Transactions and as described in the Offering Memorandum under the caption “Certain Relationships and Related Party Transactions”;

(8)payments by the Issuer or any of its Restricted Subsidiaries to Crestview Partners GP, L.P. and/or any of its Affiliates for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by the majority of the disinterested members of the Board of Directors of the Issuer in good faith;

(9)loans (or cancellation of loans) or advances to employees in the ordinary course of business;

(10)transactions with joint ventures, Unrestricted Subsidiaries, customers, suppliers, contractors, joint venture partners (including without limitation, physicians) or purchasers or sellers of goods or services, in each case which are in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Indenture;

(11)the existence of, or the performance by the Issuer or any Restricted Subsidiary of their obligations, if any, or obligations of Holdings under the terms of, any subscription, registration rights or stockholders agreement, partnership agreement, limited liability company agreement or similar agreement to which Holdings, the Issuer or any Restricted Subsidiary is a party as of the Issue Date and any similar agreements which the Issuer, any Restricted Subsidiary, Holdings or any other direct or indirect parent company of the Issuer may enter into thereafter; provided, however, that the entering into by the Issuer or any Restricted Subsidiary or the performance by the Issuer or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date will only be permitted by this clause (11) to the extent that the terms of any such amendment or new agreement, taken as a whole, are not materially disadvantageous to the holders of the Notes, as determined in good faith by the Board of Directors, chief executive officer or chief financial officer of the Issuer;

(12)the Transactions, including all payments made or to be made in connection with the Transactions as described in the Offering Memorandum;

(13)any transaction relating to a Qualified Receivables Transaction;

(14)the entering into of any tax sharing agreement or arrangement and any Permitted Payments to Parent;

(15)any management, consulting, monitoring, financial advisory, financing, underwriting or placement services or any other investment banking, banking or similar services involving the Issuer and any of its Restricted Subsidiaries (including without limitation any payments in cash, Equity Interests or other consideration made by the Issuer or any of its Restricted Subsidiaries in connection therewith) on the one hand and the Permitted Holders on the other

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hand (including the Sponsor Management Agreement as in effect on the Issue Date and termination payments in respect thereof), which services (and payments and other transactions in connection therewith) are approved as fair to the Issuer or such Restricted Subsidiary by a majority of the members of the Board of Directors of the Issuer in good faith;

(16)the issuance of Equity Interests (other than Disqualified Stock) in the Issuer or any Restricted Subsidiary of the Issuer for compensation purposes;

(17)any lease or sublease entered into between the Issuer or any Restricted Subsidiary, as lessee, and any Affiliate of the Issuer, as lessor or sublessor, which is approved by a majority of the disinterested members of the Board of Directors of the Issuer in good faith;

(18)intellectual property licenses in the ordinary course of business;

(19)Existing Indebtedness and any other obligations pursuant to an agreement existing on the Issue Date as described in the Offering Memorandum, including any amendment thereto (so long as such amendment is not disadvantageous to the Holders in any material respect); and

(20)transactions in which the Issuer or any Restricted Subsidiary delivers to the Trustee a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view and which are approved by a majority of the disinterested members of the Board of Directors of the Issuer in good faith.

SECTION 4.12Liens.

The Issuer shall not, and shall not permit any of the Guarantors to create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets, now owned or hereafter acquired, unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

SECTION 4.13[Reserved].

SECTION 4.14Corporate Existence.

Subject to Article 5, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence in accordance with its organizational documents (as the same may be amended from time to time).

SECTION 4.15Offer To Repurchase Upon Change of Control.

(a)If a Change of Control occurs, each Holder shall have the right to require the Issuer to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the date of purchase subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”).  Within 30 days following any Change of Control, the Issuer shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

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(1)that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered shall be accepted for payment;

(2)the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3)that any Note not tendered shall continue to accrue interest;

(4)that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest and Additional Interest after the Change of Control Payment Date;

(5)that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6)that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased;

(7)that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple of $1,000 in excess thereof; and

(8)that Holders electing to have a Note purchased pursuant to a Change of Control Offer may elect to have Notes purchased in a minimum amount of $1,000 or an integral multiple of $1,000 in excess thereof only.

The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.09 or this Section 4.15 by virtue of such compliance.

(b)On the Change of Control Payment Date, the Issuer shall, to the extent lawful:

(1)accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2)deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

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(3)deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.

The Paying Agent shall promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any.  The Issuer shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(c)Notwithstanding anything to the contrary in this Section 4.15, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.03 of this Indenture, unless and until there is a Default in payment of the applicable redemption price.  A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(d)Other than as specifically provided in this Section 4.15, any purchase pursuant to this Section 4.15 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

SECTION 4.16No Layering of Debt.

The Issuer will not, and will not permit any Guarantors to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Issuer or of such Guarantors, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the Subsidiary Guarantee of such Guarantors, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Issuer or such Guarantors, as the case may be.

For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantors solely by virtue of being unsecured or secured by a junior priority Lien or by virtue of the fact that the holders of such Indebtedness have entered into intercreditor agreements or other arrangements giving one or more of such holders priority over the other holders in the collateral held by them.

SECTION 4.17Designation of Restricted and Unrestricted Subsidiaries.

The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default.  If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary shall be deemed to be an Investment made as of the time of the designation and shall reduce the amount available for Restricted Payments under Section 4.07 or under one or more clauses of the definition of Permitted Investments, as determined by the Issuer.  That designation shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

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Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07.  If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Issuer shall be in Default of Section 4.09.  The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation shall only be permitted if such Indebtedness is permitted under Section 4.09 and such designation would not cause a Default or Event of Default.

SECTION 4.18Payments for Consent.

The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SECTION 4.19Additional Subsidiary Guarantees.

If the Issuer or any of its Restricted Subsidiaries, acquires or creates another Subsidiary, other than a Non-Guarantor Subsidiary, after the Issue Date that guarantees Indebtedness under the Credit Agreement, then that newly acquired or created Subsidiary shall become a Guarantor and execute a supplemental indenture substantially in the form attached as Exhibit E and deliver an Opinion of Counsel to the Trustee within 30 Business Days of the date on which it was acquired or created.

SECTION 4.20Distributions by Qualified Restricted Subsidiaries.

Except to the extent restricted pursuant to any Permitted Payment Restrictions, the Issuer shall, and shall cause each Restricted Subsidiary to, cause each Qualified Restricted Subsidiary to declare and pay regular monthly, quarterly, semiannual or annual dividends or distributions to the holders of its Capital Stock in an amount equal to substantially all of the available cash flow of such Restricted Subsidiary for such period as determined in good faith by the board of directors, board of governors or such other individuals performing similar functions, subject to fiduciary duties applicable to such board or individual and such ordinary and customary reserves and other amounts as, in the good faith judgment of such individuals, may be necessary so that the business of such Restricted Subsidiary may be properly and advantageously conducted at all times, including amounts necessary for operations, capital expenditures, debt service and other needs.

If, at any time, any Restricted Subsidiary would fail to meet the requirements set forth in the definition of “Qualified Restricted Subsidiary,” it will thereafter cease to be a Qualified Restricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary that is not a Qualified Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Issuer will be in Default of Section 4.09. The Board of Directors of the Issuer may at any time designate any Restricted Subsidiary not to be a Qualified Restricted Subsidiary; provided that such designation will be deemed to be an incurrence

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of Indebtedness by such Restricted Subsidiary of any outstanding Indebtedness of such Restricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 and (2) no Default or Event of Default would be in existence following such designation. In the event (x) a Restricted Subsidiary fails to meet the requirements to be a Qualified Restricted Subsidiary or (y) the Board of Directors designates a Qualified Restricted Subsidiary not to be a Qualified Restricted Subsidiary, then all Investments in such Subsidiary since the Issue Date shall be deemed to have been acquired and consequently reduce the amount available for Restricted Payments under Section 4.07 or the amount available for Restricted Investments under clause (15) or (17) of the definition of “Permitted Investments” as determined by the Issuer.  As of the Issue Date, all of the Issuer’s Restricted Subsidiaries are Qualified Restricted Subsidiaries.

ARTICLE 5.

SUCCESSORS

SECTION 5.01Merger, Consolidation, or Sale of Assets.

(a)The Issuer shall not, directly or indirectly:  consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation); or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1)either:

(A)the Issuer is the surviving entity; or

(B)the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2)the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Issuer under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; provided, however, that at all times, a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia must be a co-issuer or the issuer of the Notes if such surviving Person is not a corporation;

(3)immediately after such transaction, no Default or Event of Default exists; and

(4)the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period:

(A)be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or

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(B)have a Fixed Charge Coverage Ratio that is equal to or greater than the actual Fixed Charge Coverage Ratio of the Issuer immediately prior to such transaction.

In addition, the Issuer shall not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

(b)Clauses (3) and (4) of Section 5.01(a) shall not apply to:

(1)a merger of the Issuer with an Affiliate solely for the purpose of reincorporating the Issuer in another jurisdiction;

(2)any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and its Guarantors;

(3)the consolidation or merger, or sale, assignment, transfer, conveyance, lease or other disposition of all or part of its assets, by any Restricted Subsidiary to the Issuer or a Guarantor; and

(4)transfers of accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction.

SECTION 5.02Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer in a transaction that is subject to, and that complies with the provisions of, Section 5.01, the successor Person formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Issuer” shall refer instead to the successor Person and not to the Issuer), and may exercise every right and power of the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein, and when a successor Person assumes all obligations of its predecessor under this Indenture or the Notes, the predecessor shall be released from those obligations; provided, however, that in the case of a transfer by lease, the predecessor shall not be released from those obligations.

ARTICLE 6.

DEFAULTS AND REMEDIES

SECTION 6.01Events of Default.

Each of the following is an “Event of Default”:

(1)default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to, the Notes;

(2)default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes;

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(3)failure by the Issuer or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 hereof;

(4)failure by the Issuer or any of its Restricted Subsidiaries for 60 days after notice to the Issuer by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with any of the other agreements in this Indenture;

(5)default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Significant Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

(A)is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”); or

(B)results in the acceleration of such Indebtedness prior to its express maturity;

and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more;

(6)with respect to any judgment or decree for the payment of money (net of any amount covered by insurance issued by a reputable and creditworthy insurer that has not contested coverage or reserved rights with respect to an underlying claim) in excess of $15.0 million or its foreign currency equivalent against the Issuer or any Significant Subsidiary, the failure by the Issuer or such Significant Subsidiary, as applicable, to pay such judgment or decree, which judgment or decree has remained outstanding for a period of 60 days after such judgment or decree became final and nonappealable without being paid, discharged, waived or stayed;

(7)except as permitted by this Indenture, any Subsidiary Guarantee of any Significant Subsidiary is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any Person acting on behalf of any Guarantor that is a Significant Subsidiary denies or disaffirms its obligations in writing under its Subsidiary Guarantee and such Default continues for 10 days after notice thereof is delivered to the Issuer by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class;

(8)the Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(A)commences a voluntary case,

(B)consents to the entry of an order for relief against it in an involuntary case,

(C)consents to the appointment of a custodian of it or for all or substantially all of its property,

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(D)makes a general assignment for the benefit of its creditors, or

(E)generally is not paying its debts as they become due; and

(9)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)is for relief against the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary in an involuntary case;

(B)appoints a custodian of the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary for all or substantially all of the property of the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary; or

(C)orders the liquidation of the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days.

SECTION 6.02Acceleration.

In the case of an Event of Default arising under clause (8) or (9) of Section 6.01 with respect to the Issuer, all outstanding Notes shall become due and payable immediately without further action or notice.  If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

In the event of any Event of Default specified in clause (5) of Section 6.01, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1)the Indebtedness or Guarantee that is the basis for such Event of Default has been discharged; or

(2)holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3)the default that is the basis for such Event of Default has been cured.

Upon any such declaration, the Notes shall become due and payable immediately.  The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest or premium or Additional Interest, if any, on, or the principal of, the Notes.

SECTION 6.03Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium and Additional Interest, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

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The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

SECTION 6.04Waiver of Past Defaults.

Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration.  Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. In case of any such waiver, the Issuer, the Trustee and the Holders shall be restored to their former positions and rights hereunder and under the Notes, respectively.

SECTION 6.05Control by Majority.

Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee shall be entitled to reasonable indemnification against all losses and expenses caused by taking or not taking such action.

SECTION 6.06Limitation on Suits.

Except to enforce the right to receive payment or principal, premium, if any, or interest or Additional Interest, if any, when due, a Holder may pursue a remedy with respect to this Indenture or the Notes only if:

(1)such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2)Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee to pursue the remedy;

(3)such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4)the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5)Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

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SECTION 6.07Rights of Holders To Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08Collection Suit by Trustee.

If an Event of Default specified in clauses (1) or (2) of Section 6.01 or occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer and each Guarantor for the whole amount of principal of, premium and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 7.07.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.  The Trustee may participate as a member of any official committee of creditors appointed in the matters as it deems necessary or advisable.

SECTION 6.10Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First:  to the Trustee, its agents and attorneys for amounts due under Section 7.07, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:  to Holders for amounts due and unpaid on the Notes for principal, premium and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Additional Interest, if any, and interest, respectively; and

Third:  to the Issuer or to such party as a court of competent jurisdiction shall direct.

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The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

SECTION 6.11Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7.

TRUSTEE

SECTION 7.01Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)Except during the continuance of an Event of Default:

(1)the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, in the case of certificates or opinions specifically required by any provision hereof to be furnished to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1)this paragraph does not limit the effect of paragraph of this Section 7.01;

(2)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3)the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

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(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a) and (b) of this Section 7.01.

(e)No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g)In the absence of bad faith, gross negligence or willful misconduct on the part of the Trustee, the Trustee shall not be responsible for the application of any money by any Paying Agent other than the Trustee.

SECTION 7.02Rights of Trustee.

(a)The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.  The Trustee may consult with counsel of its own selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture provided, however, that the Trustee’s conduct does not constitute willful misconduct, bad faith or gross negligence.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.

(f)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g)Except with respect to Section 4.01, the Trustee shall have no duty to inquire as to the performance of the Issuer with respect to the covenants contained in Article 4.  In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any Default or Event of Default occurring pursuant to Sections 4.01, 6.01(1) or 6.01(2) or (ii) any Default or Event of Default of which the Trustee shall have received written notification or obtained actual knowledge.

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(h)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder.

(i)The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(j)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate (including any Officer’s Certificate), statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture, or other paper or document.

(k)The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(l)The permissive rights of the trustee to do things enumerated in this Indenture shall not be construed as duties.

SECTION 7.03Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if this Indenture has been qualified under the TIA) or resign.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.05Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders a notice of the Default or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of Default in payment of principal of, premium or Additional Interest, if any, or interest on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

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SECTION 7.06Reports by Trustee to Holders of the Notes.

(a)Within 60 days after each July 15 beginning with the July 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA Section 313; provided that if no event described in TIA Section 313 has occurred within the twelve months preceding such reporting date, no report need be transmitted.  The Trustee also shall comply with TIA Section 313(b)(2).  The Trustee shall also transmit by mail all reports as required by TIA Section 313(c).

(b)A copy of each report at the time of its mailing to the Holders shall be mailed by the Trustee to the Issuer and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA Section 313(d).  The Issuer shall promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom.

SECTION 7.07Compensation and Indemnity.

(a)The Issuer shall pay to the Trustee from time to time reasonable compensation as agreed to between the Issuer and the Trustee for its acceptance of this Indenture and services hereunder.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services.  Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

(b)The Issuer shall indemnify the Trustee against any and all losses, liabilities, claims, damages or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuer and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuer, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own gross negligence or willful misconduct.  The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder.  The Issuer shall defend the claim and the Trustee shall cooperate in the defense.  The Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel; provided that the Issuer shall not be required to pay such fees and expenses if it assumes the Trustee’s defense, and, in the Trustee’s reasonable judgment, there is no conflict of interest between the Issuer and the Trustee in connection with such defense.  The Issuer shall not be required to pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

(c)The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture.

(d)To secure the Issuer’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes.  Such Lien shall survive the satisfaction and discharge of this Indenture.

(e)When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(8) or (9) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

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(f)The Trustee shall comply with the provisions of TIA Section 313(b) to the extent applicable.

SECTION 7.08Replacement of Trustee.

(a)A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b)The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer.  The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing.  The Issuer may remove the Trustee if:

(1)the Trustee fails to comply with Section 7.10 hereof;

(2)the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3)a custodian or public officer takes charge of the Trustee or its property; or

(4)the Trustee becomes incapable of acting.

(c)If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Issuer shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

(d)If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee.

(e)If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer.  Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to the Holders.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07.  Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

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SECTION 7.10Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that together with its affiliates has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA Sections 310(a)(1), (2) and (5).  The Trustee is subject to TIA Section 310(b).

SECTION 7.11Preferential Collection of Claims Against Issuer.

The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b).  A Trustee who has resigned or been removed shall be subject to TIA Section 311 to the extent indicated therein.

ARTICLE 8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01Option To Effect Legal Defeasance or Covenant Defeasance.

The Issuer may, at any time, elect to have either Section 8.02 or 8.03 be applied to all outstanding Notes and all obligations of the Guarantors with respect to the Subsidiary Guarantees upon compliance with the conditions set forth below in this Article 8.

SECTION 8.02Legal Defeasance and Discharge.

Upon the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.02, the Issuer and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Subsidiary Guarantees) on the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Subsidiary Guarantees), which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(1)the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(2)the Issuer’s obligations with respect to such Notes under Sections 2.05, 2.06, 2.07, 2.08, 2.10 and 4.02 hereof;

(3)the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and

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(4)this Article 8.

Subject to compliance with this Section 8.02, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

SECTION 8.03Covenant Defeasance.

Upon the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from each of their obligations under Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 and Section 5.01 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Subsidiary Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes and Subsidiary Guarantees shall be unaffected thereby.  In addition, upon the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03 subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(3) through 6.01(7) and, to the extent relating to a Significant Subsidiary, 6.01(8) and 6.01(9) shall not constitute Events of Default.

SECTION 8.04Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1)the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as shall be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2)in the case of Legal Defeasance, the Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

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(3)in the case of Covenant Defeasance, the Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement (including, without limitation, the Credit Agreement) or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;

(5)the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and

(6)the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

SECTION 8.05Deposited Money and Government Securities To Be Held in Trust;
Other Miscellaneous Provisions.

Subject to Section 8.06, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or non-callable Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04 hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.06Repayment to Issuer.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium or Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium or Additional Interest, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall

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be discharged from such trust; and the Holder of such Note shall thereafter be permitted to look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer.

SECTION 8.07Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and the Guarantors’ obligations under this Indenture and the Notes and the Subsidiary Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium or Additional Interest, if any, or interest on any Note following the reinstatement of their obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the cash or Government Securities held by the Trustee or Paying Agent.

ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01Without Consent of Holders.

(a)Notwithstanding Section 9.02 of this Indenture, the Issuer and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent of any Holder of a Note:

(1)to cure any ambiguity, defect or inconsistency;

(2)to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3)to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders and Subsidiary Guarantees by a successor to the Issuer pursuant to Article 5 or Section 11.05, respectively, hereof;

(4)to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any Holder;

(5)to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(6)to conform the text of this Indenture, the Subsidiary Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum;

(7)to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date;

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(8)to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes, or to secure the Notes; or

(9)to issue the Additional Notes in accordance with the terms herein.

(b)Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02, the Trustee shall join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02With Consent of Holders.

(a)Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof), the Subsidiary Guarantees and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes) and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default or compliance with any provision of this Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).

(b)Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

(c)It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance thereof.

(d)After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.  Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding, voting as a single class, may waive compliance in a particular instance by the Issuer and the Guarantors with any provision of this Indenture, the Notes, or the Subsidiary Guarantees.  However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1)reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

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(2)reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the optional redemption of the Notes contained in Section 5 of the Notes (except the notice period contained therein or in Sections 3.01, 3.02 and 3.03);

(3)reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(4)waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(5)make any Note payable in money other than that stated in the Notes;

(6)make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium or Additional Interest, if any, on, the Notes;

(7)make any change to or modify the ranking of the notes that would adversely affect the Holders;

(8)after an Asset Sale Offer or Change of Control Offer, as applicable, has been made, amend, change or modify the obligations of the Issuer to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10 or obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.15 including, in each case, amending, changing or modifying any definition relating thereto; or

(9)make any change in the preceding amendment and waiver provisions.

SECTION 9.03[Reserved].

SECTION 9.04Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

SECTION 9.05Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective.  An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

SECTION 9.06Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.  The Issuer in exchange for all Notes may issue and the Trustee shall,

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upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.07Trustee To Sign Amendments, etc.

The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  The Issuer may not sign an amended or supplemental indenture until the Board of Directors approves it.  In executing any amended or supplemental indenture, the Trustee shall be provided with and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.04, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

ARTICLE 10.

[RESERVED]

ARTICLE 11.

SUBSIDIARY GUARANTEES

SECTION 11.01Guarantee.

(a)Subject to this Article 11, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees as primary obligors and not merely as sureties, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(1)the principal of, premium and Additional Interest, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2)in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b)The Guarantors hereby agree that their obligations hereunder are irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the

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same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.  Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture.

(c)If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by the Issuer or the Guarantors to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(d)Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby.  Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and in the event of any declaration of acceleration of such Obligations as provided in Article 6, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee.  The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

SECTION 11.02[Reserved].

SECTION 11.03Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee.  To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor shall be limited to the maximum amount that shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

SECTION 11.04Execution and Delivery of Subsidiary Guarantee.

To evidence its Subsidiary Guarantee set forth in Section 11.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form attached as Exhibit E shall be endorsed by an Officer (or other person serving in a similar capacity) of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by one of its Officers (or other person serving in a similar capacity).

Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.

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If an Officer (or other person serving in a similar capacity) whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors.

In the event that the Issuer or any of its Restricted Subsidiaries creates or acquires any Subsidiary after the date of this Indenture, if required by Section 4.19, the Issuer shall cause such Subsidiary to comply with the provisions of Section 4.19 and this Article 11, to the extent applicable.

SECTION 11.05Guarantors May Consolidate, etc., on Certain Terms.

Except as otherwise provided in this Section 11.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than either of the Issuer or another Guarantor, unless either:

(a)the Person (if other than the Issuer or a Guarantor) acquiring the property in any such sale or disposition or the Person (if other than the Issuer or a Guarantor) formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor, under this Indenture, the Subsidiary Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or

(b)such transaction does not violate Section 4.10 and the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture.

In case of any such consolidation, merger, sale or conveyance referred to in clause (a) and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.  Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee.  All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof.

Except as set forth in Articles 4 and 5, and notwithstanding clauses and above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into either of the Issuer or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

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SECTION 11.06Releases.

The Subsidiary Guarantee of a Guarantor will be released:

(a)in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer (other than a Non-Guarantor Subsidiary), if the sale or other disposition does not violate Section 4.10;

(b)in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer (other than a Non-Guarantor Subsidiary) after which the Guarantor is no longer a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.10;

(c)if the Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.17 or a Non-Guarantor Subsidiary in accordance with the definition of that term;

(d)if that Guarantor is released from its guarantee under the Credit Agreement; or

(e)upon legal defeasance or covenant defeasance in accordance with Article 8 or satisfaction and discharge in accordance with Article 12.

If any Guarantor is released from its Subsidiary Guarantee, any of its Subsidiaries that are Guarantors will be released from their Subsidiary Guarantees, if any.

Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 11.06 shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11.

ARTICLE 12.

SATISFACTION AND DISCHARGE

SECTION 12.01Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder, when:

(1)either:

(a)all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or

(b)all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or shall become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government

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Securities, or a combination of cash in U.S. dollars and non- callable Government Securities, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

(2)no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(3)the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

(4)the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to sub-clause(b) of clause (1) of this Section, the provisions of Sections 12.02 and 8.06 shall survive.  In addition, nothing in this Section 12.01 shall be deemed to discharge those provisions of Section 7.07, that, by their terms, survive the satisfaction and discharge of this Indenture.

SECTION 12.02Application of Trust Money.

Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

To the extent that and so long as the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01; provided, however, that if the Issuer has made any payment of principal of, premium, if any, or interest on any Notes following the reinstatement of their obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

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ARTICLE 13.

MISCELLANEOUS

SECTION 13.01Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA Section 318(c), the imposed duties shall control.

SECTION 13.02Notices.

Any notice or communication by either of the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer and/or any Guarantor:
	Symbion, Inc.
	40 Burton Hills Blvd., Suite 500
	Nashville, Tennessee 37215
	Telecopier No.: 615-234-5999
	Attention: Teresa Sparks
If to the Trustee:
	U.S. Bank National Association
	150 Fourth Avenue North
	Second Floor
	Nashville, Tennessee 37219
	Telecopier No.: 615-251-0737
	Attn: Wally Jones

The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar.  Any notice or communication shall also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

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If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

SECTION 13.03Communication by Holders with Other Holders.

Holders may communicate pursuant to TIA Section 312 with other Holders with respect to their rights under this Indenture or the Notes.  The Issuer, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).

SECTION 13.04Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee:

(1)an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(2)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 13.05Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) must comply with the provisions of TIA Section 314 and must include:

(1)a statement that the Person making such certificate or opinion has read such covenant or condition;

(2)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 13.06Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 13.07No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator, stockholder, member, partner or other holder of Equity Interests of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the

97

Issuer or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities laws.

SECTION 13.08Governing Law.

THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 13.09No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 13.10Successors.

All agreements of the Issuer in this Indenture and the Notes shall bind its successors.  All agreements of the Trustee in this Indenture shall bind its successors.  All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.05.

SECTION 13.11Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 13.12Counterpart Originals.

The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 13.13Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

(Signature Pages Follow)

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SIGNATURES

Dated as of June 3, 2008

SYMBION, INC.,
as Issuer
By:	/s/ Teresa F. Sparks
	Name:	Teresa F. Sparks
	Title:	Vice President
THE GUARANTORS SET FORTH ON SCHEDULE I HERETO,
as Guarantors
By:	/s/ Teresa F. Sparks
	Name:	Teresa F. Sparks
	Title:	Vice President

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ Wally Jones
	Name:	Wally Jones
	Title:	Vice President

SCHEDULE I

GUARANTORS

Ambulatory Resource Centres Investment Company, LLC

Ambulatory Resource Centres of Florida, Inc.

Ambulatory Resource Centres of Massachusetts, Inc.

Ambulatory Resource Centres of Texas, Inc.

Ambulatory Resource Centres of Washington, Inc.

Ambulatory Resource Centres of Wilmington, Inc.

ARC Development Corporation

ARC Dry Creek, Inc.

ARC Financial Services Corporation

ASC of Hammond, Inc

ASC of New Albany, LLC

Houston PSC - I, Inc.

Lubbock Surgicenter, Inc.

Medisphere Health Partners - Oklahoma City, Inc.

Medisphere Health Partners Management of Tennessee, Inc.

NeoSpine Surgery of Bristol, LLC

NeoSpine Surgery of Nashville, LLC

NeoSpine Surgery of Puyallup, LLC

NeoSpine Surgery, LLC

NSC Edmond, Inc.

Physicians Surgical Care Management, Inc.

Physicians Surgical Care, Inc.

Premier Ambulatory Surgery of Duncanville, Inc.

PSC Development Company, LLC

PSC of New York, L.L.C.

PSC Operating Company, LLC

Quahog Holding Company, LLC

SARC/Asheville, Inc.

SARC/Circleville, Inc.

SARC/Columbia, Inc.

SARC/Deland, Inc.

SARC/Ft. Myers, Inc.

SARC/FW, Inc.

SARC/Georgia, Inc.

SARC/Jacksonville, Inc.

SARC/Kent, LLC

SARC/Knoxville, Inc.

SARC/Largo Endoscopy, Inc.

SARC/Largo, Inc.

SARC/Metairie, Inc

SARC/Providence, LLC

SARC/San Antonio, LLC

SARC/Savannah, Inc.

SARC/St. Charles, Inc.

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SARC/Vincennes, Inc.

SARC/West Houston, LLC

SARC/Worcester, Inc.

SI/Dry Creek, Inc.

SMBI Havertown, LLC

SMBI Northstar, LLC

SMBI OSE, LLC

SMBI Portsmouth, LLC

SMBIMS Kirkwood, LLC

SMBIMS 119, LLC

SMBIMS Birmingham, Inc.

SMBIMS Durango, LLC

SMBIMS Elk River, LLC

SMBIMS Florida I, LLC

SMBIMS Greenville, LLC

SMBIMS Maple Grove, LLC

SMBIMS Novi, LLC

SMBIMS Orange City, LLC

SMBIMS Steubenville, Inc.

SMBIMS Tampa, LLC

SMBIMS Temple, LLC

SMBIMS Tuscaloosa, Inc.

SMBIMS Wichita, LLC

SMBISS Arcadia, LLC

SMBISS Beverly Hills, LLC

SMBISS Chesterfield, LLC

SMBISS Encino, LLC

SMBISS Irvine, LLC

SMBISS Roswell, LLC

SMBISS Sandy Springs, LLC

SMBISS Thousand Oaks, LLC

Surgicare of Deland, Inc.

Symbion Ambulatory Resource Centres, Inc.

Symbion Imaging, Inc.

SymbionARC Management Services, Inc.

SymbionARC Support Services, LLC

Texarkana Surgery Center GP, Inc.

UniPhy Healthcare of Eugene/Springfield I, Inc.

UniPhy Healthcare of Johnson City VI, LLC

UniPhy Healthcare of Louisville, Inc.

UniPhy Healthcare of Maine I, Inc.

UniPhy Healthcare of Memphis I, LLC

UniPhy Healthcare of Memphis II, Inc.

UniPhy Healthcare of Memphis III, LLC

UniPhy Healthcare of Memphis IV, LLC

VASC, Inc.

Village Surgicenter, Inc.

I-2

EXHIBIT A1

[Face of Note]

CUSIP

11.00%/11.75% Senior PIK Toggle Note due 2015

No. $

SYMBION, INC.

SYMBION, INC. promises to pay to CEDE & CO. or registered assigns, the principal sum of                          DOLLARS on August 23, 2015.

Interest Payment Dates:  February 23 and August 23

Record Dates:  February 8 and August 8

Dated:  June 3, 2008

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT AND THE ISSUE DATE OF THIS SECURITY IS JUNE 3, 2008.  A HOLDER MAY OBTAIN THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY FOR THESE NOTES BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO SYMBION, INC., 40 BURTON HILLS BLVD., SUITE 500, NASHVILLE, TENNESSEE 37215, ATTENTION:  TERESA SPARKS, CHIEF FINANCIAL OFFICER.

[Signature pages follow]

A1-1

SYMBION, INC.
By:
	Name:
	Title:

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This is one of the Notes referred to
in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
	Authorized Signatory

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[Back of Note]
11.00%/11.75% Senior PIK Toggle Note due 2015

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)           INTEREST.  Symbion, Inc., a Delaware corporation (the “Issuer”), promises to pay interest on the principal amount of this Note as follows: Cash Interest on the Notes will accrue at a rate of 11.00% per annum and be payable in cash.  PIK Interest on the Notes will accrue at a rate of 11.75% per annum and be payable (x) with respect to Notes represented by one or more global notes registered in the name of, or held by, The Depository Trust Company (“DTC”) or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest $1,000) and (y) with respect to Notes represented by certificated notes, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest whole dollar), and the Trustee will, at the request of the Issuer, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant record date, as shown by the records of the register of Holders.  In the event that the Issuer elects to pay Partial PIK Interest for any interest period, each Holder will be entitled to receive Cash Interest in respect of 50% of the principal amount of the Notes held by such Holder on the relevant record date and PIK Interest in respect of 50% of the principal amount of the Notes held by such Holder on the relevant record date.  Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the date of such PIK Payment.  Any PIK Notes issued in certificated form will be dated as of the applicable interest payment date and will bear interest from and after such date.  All Notes issued pursuant to a PIK Payment will mature on August 23, 2015 and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date.  Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note.

The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

(2)           METHOD OF PAYMENT.  For any interest payment period prior to August 23, 2011, the Issuer may, at its option, elect to pay interest on the Notes:

·entirely in cash (“Cash Interest”);

·entirely by increasing the principal amount of the outstanding Notes or by issuing PIK Notes (“PIK Interest”); or

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·on 50% of the outstanding principal amount of the Notes in cash and on 50% of the principal amount by increasing the principal amount of the outstanding Notes or by issuing PIK Notes (“Partial PIK Interest”).

The Issuer must elect the form of interest payment with respect to each interest period by delivering a notice to the trustee at least 5 business days prior to the beginning of each interest period.  The trustee shall promptly deliver a corresponding notice to the holders.  In the absence of such an election for any interest period, interest on the Notes shall be payable according to the election for the previous interest period.  Interest for the first interest payment period will be paid as PIK Interest.  After August 23, 2011, the Issuer will make all interest payments on the Notes entirely in cash.  Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption of Notes as described under Sections 3.07, 4.10 and 4.15 of the Indenture shall be made solely in cash.

The Issuer shall pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders at the close of business on the February 8 or August 8 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The Notes shall be payable as to principal, interest and premium and Additional Interest, if any, at the office or agency of the Paying Agent within the City and State of New York, or payment of interest and Additional Interest, if any, may, at the option of the Issuer, be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holder (if such Holder holds at least $1.0 million in aggregate principal amount of Notes) of which shall have provided wire transfer instructions to the Issuer prior to the record date.  Payment of principal of, premium, if any, and interest and Additional Interest on, Global Notes registered in the name of or held by DTC or any successor depositary or its nominee will be made by wire transfer of immediately available funds to such depositary or its nominee, as the case may be, as the registered Holder of such Global Note.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3)           PAYING AGENT AND REGISTRAR.  Initially, U.S. Bank National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar.  The Issuer may change any Paying Agent or Registrar without notice to any Holder.  The Issuer or any of its Subsidiaries may act in any such capacity.

(4)           INDENTURE.  The Issuer issued the Notes under an Indenture dated as of June 3, 2008 (the “Indenture”), among the Issuer, the Guarantors and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA (15 U.S. Code Sections 77aaa-77bbbb).  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.  The Notes are general senior unsecured obligations of the Issuer.  Subject to the conditions set forth in the Indenture, the Issuer may issue Additional Notes.

(5)           OPTIONAL REDEMPTION.

(a)           Except as set forth in subparagraph (b) or (c) of this Paragraph 5, on or after August 23, 2011, the Issuer may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued

A1-5

and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 23 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2011	105.500	%
2012	102.750	%
2013 and thereafter	100.000	%

(b)           Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to August 23, 2010, the Issuer may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 111.00% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Issuer or a contribution to the equity capital of the Issuer (other than Disqualified Stock) from the net proceeds of one or more Equity Offerings by the Issuer, Holdings or any other direct or indirect parent of the Issuer; provided that:

(1)          at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2)          the redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution.

(c)           Before August 23, 2011, the Issuer may also redeem all or any portion of the Notes upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, the date of redemption (a “Make-Whole Redemption Date”).

(6)           MANDATORY REDEMPTION.

(a)           Except as set forth below, the Issuer will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

(b)           If the Notes would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, at the end of the first accrual period ending after the fifth anniversary of the Issue Date and each accrual period thereafter (each, an “AHYDO Redemption Date”), the Issuer will be required to redeem for cash a portion of each Note then outstanding equal to the Mandatory Principal Redemption Amount.  The redemption price for the portion of each Note redeemed pursuant to a Mandatory Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption.  The “Mandatory Principal Redemption Amount” means, the portion of a Note determined by the Issuer to be required to be redeemed to prevent such Note from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code.  No partial redemption or repurchase of the Notes prior to each AHYDO Redemption Date pursuant to any other provision of the Indenture will alter the Issuer’s obligation to make the Mandatory Principal Redemption with respect to any Notes that remain outstanding on such AHYDO Redemption Date.  It is intended that this provision prevent any Note from being treated as an “applicable high yield debt obligation” within the meaning of Section 163(i)(1) of the Code, and this provision shall be interpreted in accordance with such intent.

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(7)           REPURCHASE AT THE OPTION OF HOLDER.

(a)           If there is a Change of Control, each Holder shall have the right to require the Issuer to make an offer (a “Change of Control Offer”) to repurchase all or any part (a minimum amount of $1,000 or an integral multiple thereof) of that Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, if any, to the date of purchase, subject to the rights of the Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”).  Within 30 days following any Change of Control, the Issuer shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b)           If the Issuer or a Restricted Subsidiary consummates any Asset Sales, within 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer shall commence an Asset Sale Offer to all Holders and if the Issuer elects (or is required by the terms of such other pari passu indebtedness) all holders of other Indebtedness that is pari passu with the Notes pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the Purchase Date in accordance with the procedures set forth in the Indenture.  To the extent that the aggregate amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use the remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture.  If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis.  Holders to whom an Asset Sale Offer is addressed shall receive an Asset Sale Offer from the Issuer prior to the related Purchase Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

(8)           NOTICE OF REDEMPTION.  Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture.  Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed.  On and after the redemption date interest and Additional Interest will cease to accrue on Notes or portions thereof called for redemption.

(9)           DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form without coupons in denominations of $1,000 and integral multiples thereof except PIK Notes in respect of Definitive Notes may be issued in $1 increments.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10)         PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated as its owner for all purposes.

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(11)         AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes.  Without the consent of any Holder, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented (i) to cure any ambiguity, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation, (iv) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder, (v) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, (vi) to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum, (vii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the Issue Date, (viii) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes or to secure the Notes, or (ix) to issue additional notes in accordance with the terms of the Indenture.

(12)         DEFAULTS AND REMEDIES.  Events of Default include:  (i) default for 30 days in the payment when due of interest on or Additional Interest, if any, with respect to, the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes; (iii) failure by the Issuer to comply with Section 5.01 of the Indenture; (iv) failure by the Issuer or any of its Restricted Subsidiaries for 60 days after notice to the Issuer by the Trustee or the Holders of at least 25% in aggregate principal amount of Notes then outstanding to comply with any of the other agreements in the Indenture; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Significant Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:  (A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”) or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vi) certain final judgments and decrees for the payment of money that remain undischarged for a period of 60 days after such judgment or decree has become final and nonappealable without being paid, discharged, waived or stayed; (vii) except as permitted by the Indenture, any Subsidiary Guarantee of any Significant Subsidiary is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any Person acting on behalf of any Guarantor that is a Significant Subsidiary denies or disaffirms its obligations in writing under its Subsidiary Guarantee and such Default continues for 10 days after receipt of the notice specified in the Indenture and (viii) certain events of bankruptcy or insolvency with respect to the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary.  If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable.  Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency in respect of the Issuer, all outstanding Notes shall become due and payable without further action or notice.  In the event of any Event of Default specified in clause (5) of Section 6.01 of the Indenture, such Event of Default and

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all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1)           the Indebtedness or Guarantee that is the basis for such Event of Default has been discharged; or

(2)           holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3)           the default that is the basis for such Event of Default has been cured.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium or interest or Additional Interest) if a committee of its Responsible Officers determines in good faith that withholding notice is in their interest.  The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on, the Notes (including in connection with an offer to purchase).  The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within 30 days of becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(13)         [RESERVED].

(14)         TRUSTEE DEALINGS WITH ISSUER.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the Trustee.

(15)         NO RECOURSE AGAINST OTHERS.  No director, officer, employee, incorporator, stockholder, member partner or other holder of Equity Interests of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or any such Guarantor under the Indenture, the Notes or the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the Notes.

(16)         AUTHENTICATION.  This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(17)         ABBREVIATIONS.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(18)         ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.  In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in

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the Registration Rights Agreement dated as of June 3, 2008, among the Issuer, the Guarantors and the other parties named on the signature pages thereof (the “Registration Rights Agreement”).

(19)         CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to:

Symbion, Inc.
40 Burton Hills Blvd., Suite 500
Nashville, Tennessee  37215
Telecopier No.:  615-234-5999

Attention:  Teresa Sparks

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                         to transfer this Note on the books of the Issuer.  The agent may substitute another to act for him.

Date:

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

o Section 4.10                   o Section 4.15

If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$                           

Date:

Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Tax Identification No.:

Signature Guarantee*:

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF GLOBAL NOTE*

The following exchanges of a part of this Global Note for an interest in another Global Note, or exchanges in part of another other Restricted Global Note for an interest in this Global Note, have been made:

Date of
Exchange Amount of
decrease in
Principal Amount
of this Global Note Amount of
increase in
Principal Amount
of this Global
Note Principal Amount
of this
Global Note
following such
decrease (or
increase) Signature of
authorized
officer of Trustee
or Custodian

*              This schedule should be included only if the Note is issued in global form.

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EXHIBIT A2

[Face of Regulation S Temporary Global Note]

CUSIP

11.00%/11.75% Senior PIK Toggle Note due 2015

No. $

SYMBION, INC.

SYMBION, INC. promises to pay to CEDE & CO. or registered assigns, the principal sum of                                      DOLLARS on August 23, 2015.

Interest Payment Dates:  February 23 and August 23

Record Dates:  February 8 and August 8

Dated:  June 3, 2008

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT AND THE ISSUE DATE OF THIS SECURITY IS JUNE 3, 2008.  A HOLDER MAY OBTAIN THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY FOR THESE NOTES BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO SYMBION, INC., 40 BURTON HILLS BLVD., SUITE 500, NASHVILLE, TENNESSEE 37215, ATTENTION:  TERESA SPARKS, CHIEF FINANCIAL OFFICER

[Signature pages follow]

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SYMBION, INC.
By:
	Name:
	Title:

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This is one of the Notes referred to
in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:

Authorized Signatory

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[Back of Regulation S Temporary Global Note]
11.00%/11.75% Senior PIK Toggle Note due 2015

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.01 AND SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.  OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE ‘SECURITIES ACT’) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR

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(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)           INTEREST.  Symbion, Inc., a Delaware corporation (the “Issuer”), promises to pay interest on the principal amount of this Note as follows: Cash Interest on the Notes will accrue at a rate of 11.00% per annum and be payable in cash.  PIK Interest on the Notes will accrue at a rate of 11.75% per annum and be payable (x) with respect to Notes represented by one or more global notes registered in the name of, or held by, The Depository Trust Company (“DTC”) or its nominee on the relevant record date, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount of PIK Interest for the applicable interest period (rounded up to the nearest $1,000) and (y) with respect to Notes represented by certificated notes, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable period (rounded up to the nearest whole dollar), and the Trustee will, at the request of the Issuer, authenticate and deliver such PIK Notes in certificated form for original issuance to the Holders on the relevant record date, as shown by the records of the register of Holders.  In the event that the Issuer elects to pay Partial PIK Interest for any interest period, each Holder will be entitled to receive Cash Interest in respect of 50% of the principal amount of the Notes held by such Holder on the relevant record date and PIK Interest in respect of 50% of the principal amount of the Notes held by such Holder on the relevant record date.  Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Global Notes will bear interest on such increased principal amount from and after the date of such PIK Payment.  Any PIK Notes issued in certificated form will be dated as of the applicable interest payment date and will bear interest from and after such date.  All Notes issued pursuant to a PIK Payment will mature on August 23, 2015 and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the Notes issued on the Issue Date.  Any certificated PIK Notes will be issued with the description “PIK” on the face of such PIK Note.

The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the then applicable interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

(2)           METHOD OF PAYMENT.  For any interest payment period prior to August 23, 2011, the Issuer may, at its option, elect to pay interest on the Notes:

·entirely in cash (“Cash Interest”);

·entirely by increasing the principal amount of the outstanding Notes or by issuing PIK Notes (“PIK Interest”); or

·on 50% of the outstanding principal amount of the Notes in cash and on 50% of the principal amount by increasing the principal amount of the outstanding Notes or by issuing PIK Notes (“Partial PIK Interest”).

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The Issuer must elect the form of interest payment with respect to each interest period by delivering a notice to the trustee at least 5 business days prior to the beginning of each interest period.  The trustee shall promptly deliver a corresponding notice to the holders.  In the absence of such an election for any interest period, interest on the Notes shall be payable according to the election for the previous interest period.  Interest for the first interest payment period will be paid as PIK Interest.  After August 23, 2011, the Issuer will make all interest payments on the Notes entirely in cash.  Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption of Notes as described under Sections 3.07, 4.10 and 4.15 of the Indenture shall be made solely in cash.

The Issuer shall pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders at the close of business on the February 8 or August 8 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The Notes shall be payable as to principal, interest and premium and Additional Interest, if any, at the office or agency of the Paying Agent within the City and State of New York, or payment of interest and Additional Interest, if any, may, at the option of the Issuer, be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holder (if such Holder holds at least $1.0 million in aggregate principal amount of Notes) of which shall have provided wire transfer instructions to the Issuer prior to the record date.  Payment of principal of, premium, if any, and interest and Additional Interest on, Global Notes registered in the name of or held by DTC or any successor depositary or its nominee will be made by wire transfer of immediately available funds to such depositary or its nominee, as the case may be, as the registered Holder of such Global Note.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3)           PAYING AGENT AND REGISTRAR.  Initially, U.S. Bank National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar.  The Issuer may change any Paying Agent or Registrar without notice to any Holder.  The Issuer or any of its Subsidiaries may act in any such capacity.

(4)           INDENTURE.  The Issuer issued the Notes under an Indenture dated as of June 3, 2008 (the “Indenture”), among the Issuer, the Guarantors and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA (15 U.S. Code Sections 77aaa-77bbbb).  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.  The Notes are general senior unsecured obligations of the Issuer.  Subject to the conditions set forth in the Indenture, the Issuer may issue Additional Notes.

(5)           OPTIONAL REDEMPTION.

(a)           Except as set forth in subparagraph (b) or (c) of this Paragraph 5, on or after August 23, 2011, the Issuer may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 23 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

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Year	Percentage
2011	105.500	%
2012	102.750	%
2013 and thereafter	100.000	%

(b)           Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to August 23, 2010, the Issuer may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 111.00% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings by the Issuer or a contribution to the equity capital of the Issuer (other than Disqualified Stock) from the net proceeds of one or more Equity Offerings by the Issuer, Holdings or any other direct or indirect parent of the Issuer; provided that:

(1)           at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2)           the redemption occurs within 90 days of the date of the closing of such Equity Offering or equity contribution.

(c)           Before August 23, 2011, the Issuer may also redeem all or any portion of the Notes upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, the date of redemption (a “Make-Whole Redemption Date”).

(6)           MANDATORY REDEMPTION.

(c)           Except as set forth below, the Issuer will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

(d)           If the Notes would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, at the end of the first accrual period ending after the fifth anniversary of the Issue Date and each accrual period thereafter (each, an “AHYDO Redemption Date”), the Issuer will be required to redeem for cash a portion of each Note then outstanding equal to the Mandatory Principal Redemption Amount.  The redemption price for the portion of each Note redeemed pursuant to a Mandatory Principal Redemption will be 100% of the principal amount of such portion plus any accrued interest thereon on the date of redemption.  The “Mandatory Principal Redemption Amount” means the portion of a Note determined by the Issuer to be required to be redeemed to prevent such Note from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code.  No partial redemption or repurchase of the Notes prior to each AHYDO Redemption Date pursuant to any other provision of the Indenture will alter the Issuer’s obligation to make the Mandatory Principal Redemption with respect to any Notes that remain outstanding on such AHYDO Redemption Date.  It is intended that this provision prevent any Note from being treated as an “applicable high yield debt obligation” within the meaning of Section 163(i)(1) of the Code, and this provision shall be interpreted in accordance with such intent.

(7)           REPURCHASE AT THE OPTION OF HOLDER.

(a)           If there is a Change of Control, each Holder shall have the right to require the Issuer to make an offer (a “Change of Control Offer”) to repurchase all or any part (a minimum amount of $1,000

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or an integral multiple thereof) of that Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased, if any, to the date of purchase, subject to the rights of the Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”).  Within 30 days following any Change of Control, the Issuer shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b)           If the Issuer or a Restricted Subsidiary consummates any Asset Sales, within 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer shall commence an Asset Sale Offer to all Holders and if the Issuer elects (or is required by the terms of such other pari passu indebtedness) all holders of other Indebtedness that is pari passu with the Notes pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the Purchase Date in accordance with the procedures set forth in the Indenture.  To the extent that the aggregate amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use the remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture.  If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis.  Holders to whom an Asset Sale Offer is addressed shall receive an Asset Sale Offer from the Issuer prior to the related Purchase Date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

(8)           NOTICE OF REDEMPTION.  Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture.  Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed.  On and after the redemption date interest and Additional Interest will cease to accrue on Notes or portions thereof called for redemption.

(9)           DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form without coupons in denominations of $1,000 and integral multiples thereof except PIK Notes in respect of Definitions Notes may be issued in $1 increments.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10)         PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated as its owner for all purposes.

(11)         AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, including

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without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes.  Without the consent of any Holder, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented (i) to cure any ambiguity, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation, (iv) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder, (v) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, (vi) to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum, (vii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the Issue Date, (viii) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes or to secure the Notes, or (ix) to issue additional notes in accordance with the terms of the Indenture.

(12)         DEFAULTS AND REMEDIES.  Events of Default include:  (i) default for 30 days in the payment when due of interest on or Additional Interest, if any, with respect to, the Notes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes; (iii) failure by the Issuer to comply with Section 5.01 of the Indenture; (iv) failure by the Issuer or any of its Restricted Subsidiaries for 60 days after notice to the Issuer by the Trustee or the Holders of at least 25% in aggregate principal amount of Notes then outstanding to comply with any of the other agreements in the Indenture; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Significant Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:  (A) is caused by a failure to pay principal at the final Stated Maturity of such Indebtedness (a “Payment Default”) or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more; (vi) certain final judgments and decrees for the payment of money that remain undischarged for a period of 60 days after such judgment or decree has become final and nonappealable without being paid, discharged, waived or stayed; (vii) except as permitted by the Indenture, any Subsidiary Guarantee of any Significant Subsidiary is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any Person acting on behalf of any Guarantor that is a Significant Subsidiary denies or disaffirms its obligations in writing under its Subsidiary Guarantee and such Default continues for 10 days after receipt of the notice specified in the Indenture and (viii) certain events of bankruptcy or insolvency with respect to the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary.  If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable.  Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency in respect of the Issuer, all outstanding Notes shall become due and payable without further action or notice.  In the event of any Event of Default specified in clause (5) of Section 6.01 of the Indenture, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

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(1)           the Indebtedness or Guarantee that is the basis for such Event of Default has been discharged; or

(2)           holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3)           the default that is the basis for such Event of Default has been cured.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium or interest or Additional Interest) if a committee of its Responsible Officers determines in good faith that withholding notice is in their interest.  The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on, the Notes (including in connection with an offer to purchase).  The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within 30 days of becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(13)         [RESERVED].

(14)         TRUSTEE DEALINGS WITH ISSUER.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the Trustee.

(15)         NO RECOURSE AGAINST OTHERS.  No director, officer, employee, incorporator, stockholder, member partner or other holder of Equity Interests of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or any such Guarantor under the Indenture, the Notes or the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the Notes.

(16)         AUTHENTICATION.  This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(17)         ABBREVIATIONS.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(18)         ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES.  In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement dated as of June 3, 2008, among the Issuer, the Guarantors and the other parties named on the signature pages thereof (the “Registration Rights Agreement”).

(19)         CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the

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Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement.  Requests may be made to:

Symbion, Inc.
40 Burton Hills Blvd., Suite 500
Nashville, Tennessee  37215
Telecopier No.: 615-234-5999

Attention:  Teresa Sparks

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                         to transfer this Note on the books of the Issuer.  The agent may substitute another to act for him.

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
Signature Guarantee*:

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

o Section 4.10                   o Section 4.15

If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$                             

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:
Signature Guarantee*:

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE*

The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or exchanges in part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Note, have been made:

Date of
Exchange Amount of
decrease in
Principal Amount
of this Global Note Amount of
increase in
Principal Amount
of this Global
Note Principal Amount
of this
Global Note
following such
decrease (or
increase) Signature of
authorized
officer of Trustee
or Custodian

*              This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Symbion, Inc.
40 Burton Hills Blvd.,
Suite 500
Nashville, Tennessee  37215

U.S. Bank National Association
150 Fourth Avenue North
Second Floor
Nashville, Tennessee  37219

Re:11.00%/11.75% Senior PIK Toggle Notes due 2015

Reference is hereby made to the Indenture, dated as of June 3, 2008 (the “Indenture”), by and among Symbion, Inc., a Delaware corporation (the “Issuer”), the Guarantors party thereto and U.S. Bank National Association, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                       (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                       in such Note[s] or interests (the “Transfer”), to                                                        (the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.o CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A.  The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2.o CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO REGULATION S.  The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that

B-1

(i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903 or Rule 904 of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

3.o CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S.  The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)o such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)o such Transfer is being effected to the Issuer or a subsidiary thereof;

or

(c)o such Transfer is being effected pursuant to an effective registration statement under the Securities Act.

4.o CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a)o CHECK IF TRANSFER IS PURSUANT TO RULE 144.  (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b)o CHECK IF TRANSFER IS PURSUANT TO REGULATION S.  (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities

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laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c)o CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.  (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

	[Insert Name of Transferor]
	By:
		Name:
		Title:
Dated:

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ANNEX A TO CERTIFICATE OF TRANSFER

1.The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)o a beneficial interest in the:

(i)o 144A Global Note (CUSIP                   ), or

(ii)o Regulation S Global Note (CUSIP                   ), or

(b)o a Restricted Definitive Note.

2.After the Transfer the Transferee shall hold:

[CHECK ONE]

(a)o a beneficial interest in the:

(i)o 144A Global Note (CUSIP                   ), or

(ii)o Regulation S Global Note (CUSIP                   ), or

(iii)o Unrestricted Global Note (CUSIP                   ); or

(b)o a Restricted Definitive Note; or

(c)o an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Symbion, Inc.
40 Burton Hills Blvd., Suite 500
Nashville, Tennessee  37215

U.S. Bank National Association
150 Fourth Avenue North
Second Floor
Nashville, Tennessee  37219

Re:11.00%/11.75% Senior PIK Toggle Notes due 2015

(CUSIP                         )

Reference is hereby made to the Indenture, dated as of June 3, 2008 (the “Indenture”), by and among Symbion, Inc., a Delaware corporation (the “Issuer”), the Guarantors party thereto and U.S. Bank National Association, as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                                     (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                         in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:

1.EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

(a)o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain

C-1

compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c)o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.  In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d)o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE.  In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

(a)o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued shall continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b)o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE.  In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] “144A Global Note,” Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued shall be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

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	[Insert Name of Transferor]
	By:
		Name:
		Title:
Dated:

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EXHIBIT D

[FORM OF NOTATION OF SUBSIDIARY GUARANTEE]

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, irrevocably and unconditionally guaranteed, to the extent set forth in, and subject to the provisions contained in, the Indenture dated as of June 3, 2008 (the “Indenture”) by and among Symbion, Inc., a Delaware corporation (the “Issuer”), the Guarantors party thereto and U.S. Bank National Association (the “Trustee”), the due and punctual payment of the principal of, premium and Additional Interest, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other Obligations of the Issuer to the Holders or the Trustee all in accordance with the terms of the Indenture and in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  The obligations of the Guarantors to the Holders and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee.  Each Holder of a Note, by accepting the same, agrees to and shall be bound by such provisions, authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and appoints the Trustee attorney-in-fact of such Holder for such purpose.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

[Signature pages follow]

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[NAME OF GUARANTOR(S)]
By:
	Name:
	Title:

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EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of                         , 200    , among                                      (the “Guaranteeing Subsidiary”), a subsidiary of Symbion, Inc., a Delaware corporation (the “Issuer”), the Issuer and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of June 3, 2008, providing for the issuance of 11.00%/11.75% Senior PIK Toggle Notes due 2015 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall irrevocably and unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in this Indenture including but not limited to Article 11 thereof.

3.NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuer or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

4.NEW YORK LAW TO GOVERN.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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5.COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

6.EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.

7.THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated:                                , 20   

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
SYMBION, INC.
By:
	Name:
	Title:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:

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EX-4.3

Exhibit 4.3

Registration Rights Agreement

Dated As of June 3, 2007

among

SYMBION, INC.,

THE GUARANTORS LISTED ON SCHEDULE A HERETO

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

BANC OF AMERICA SECURITIES LLC

and

GREENWICH CAPITAL MARKETS, INC.

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 3, 2008 by and among SYMBION, INC., a Delaware corporation (the “Company”), each of the guarantors listed in Schedule A attached hereto (the “Guarantors”) and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BANC OF AMERICA SECURITIES LLC and GREENWICH CAPITAL MARKETS, INC. (collectively, the “Initial Purchasers”).

This Agreement is made pursuant to the Purchase Agreement, dated as of May 29, 2008, by and among the Company, the Guarantors and the Initial Purchasers (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of an aggregate of $179,937,000 principal amount of the Company’s 11%/11¾% Senior PIK Toggle Notes due 2015 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof between the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”) (the “Indenture”).  Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the Notes and the Indenture.  References to the “Securities” shall mean, collectively, the Notes and, when issued, the Guarantees.  References to the “Issuer” refer to the Company.  In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuer has agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Securities.  The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligations under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1.Definitions.

As used in this Agreement, the following capitalized defined terms shall have the following meanings:

“1933 Act” shall mean the Securities Act of 1933, as amended from time to time.

“1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Closing Date” shall mean the day of the Closing Time as defined in the Purchase Agreement.

“Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors.

“Depositary” shall mean The Depository Trust Company, or any other depositary appointed by the Company, provided, however, that such depositary must have an address in the Borough of Manhattan, in the City of New York.

“Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2.1 hereof.

“Exchange Offer Registration” shall mean a registration under the 1933 Act effected pursuant to Section 2.1 hereof.

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein.  For the avoidance of doubt, all guarantors in respect of the Securities (regardless of whether each such person is a Guarantor on the date hereof) shall be included as registrants in any Exchange Offer Registration Statement.

“Exchange Period” shall have the meaning set forth in Section 2.1 hereof.

“Exchange Securities” shall mean the 11%/11¾% Senior PIK Toggle Notes due 2015, issued by the Company under the Indenture containing terms identical to the Securities in all material respects (except that the additional interest rate, restrictions on transfers and restrictive legends provisions thereof shall be eliminated), to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

“Free Writing Prospectus” shall mean each free writing prospectus (as defined in Rule 405 under the 1933 Act) prepared by or on behalf of the Issuer (or any of its agents or representatives) or used or referred to by the Issuer (or any of its agents or representatives) in connection with the sale of the Securities or the Exchange Securities.

“Holder” shall mean an Initial Purchaser, for so long as it owns any Registrable Securities, and each of its successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities.

“Indenture” shall have the meaning set forth in the preamble.

“Initial Purchaser” or “Initial Purchasers” shall have the meaning set forth in the preamble.

“Issuer” shall have the meaning set forth in the preamble.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company, the Guarantors and any other guarantors of the Securities or any Affiliate (as defined in the Indenture) of the Company or the Guarantors (or any

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other guarantor of the Securities) shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage amount.

“Participating Broker-Dealer” shall mean any of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Greenwich Capital Markets, Inc. and any other broker-dealer, in each case, which makes a market in the Securities and exchanges Registrable Securities in the Exchange Offer for Exchange Securities.

“Person” shall mean an individual, partnership (general or limited), corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Private Exchange” shall have the meaning set forth in Section 2.1 hereof.

“Private Exchange Securities” shall have the meaning set forth in Section 2.1 hereof.

“Prospectus” shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble.

“Registrable Securities” shall mean the Securities and, if issued, the Private Exchange Securities; provided, however, that Securities and, if issued, the Private Exchange Securities, shall cease to be Registrable Securities when (i) a Registration Statement with respect to such Securities or Private Exchange Securities shall have been declared effective under the 1933 Act and such Securities or Private Exchange Securities shall have been disposed of pursuant to such Registration Statement, (ii) such Securities or Private Exchange Securities shall have ceased to be outstanding or (iii) the Exchange Offer is consummated (except in the case of Private Exchange Securities and Securities purchased from the Issuer and continued to be held by the Initial Purchasers).

“Registration Expenses” shall mean any and all expenses incident to or incurred in connection with the performance by the Issuer of, or compliance by the Issuer with, this Agreement, including without limitation:  (i) all SEC, stock exchange or Financial Industry Regulatory Authority (“FINRA”) registration and filing fees, including, if applicable, the fees and expenses of any “qualified independent underwriter” (and its counsel) that is required to be retained by any holder of Registrable Securities in accordance with the rules and regulations of FINRA, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws and compliance with the rules of FINRA (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities and any filings with

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FINRA), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, (v) all rating agency fees, (vi) the fees and disbursements of counsel for the Issuer and of the independent public accountants of the Issuer, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, (vii) the fees and expenses of the Trustee, and any escrow agent or custodian, (viii) in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one special counsel (and any reasonably requested local counsel) representing the Holders of Registrable Securities (which counsel shall be elected by the Majority Holders and which counsel may also be the counsel for the Initial Purchasers) and (ix) any fees and disbursements of the underwriters customarily required to be paid by issuers or sellers of securities and shall be reasonably acceptable to the Company) and (x) the fees and expenses of any special experts retained by the Issuer in connection with any Shelf Registration Statement, but excluding underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

“Registration Statement” shall mean any registration statement of the Issuer which covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“SEC” shall mean the Securities and Exchange Commission or any successor agency or government body performing the functions currently performed by the United States Securities and Exchange Commission.

“Shelf Registration” shall mean a registration effected pursuant to Section 2.2 hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuer pursuant to the provisions of Section 2.2 of this Agreement which covers all of the Registrable Securities or all of the Private Exchange Securities on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.  For the avoidance of doubt, all guarantors in respect of the Securities (regardless of whether each such person is a Guarantor on the date hereof) shall be included as registrants in any Shelf Registration Statement.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

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2.Registration Under the 1933 Act.

2.1.  Exchange Offer.  The Issuer shall, for the benefit of the Holders, at the Issuer’s cost, (A) prepare and file with the SEC not later than 180 days after the date hereof an Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act not later than 270 days after the date hereof, (C) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) use its commercially reasonable efforts to cause the Exchange Offer to be consummated not later than 300 days after the date hereof, and (E) upon the effectiveness of the Exchange Offer Registration Statement, promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Issuer within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws.

In connection with the Exchange Offer, the Issuer shall:

(a)mail as promptly as reasonably practicable to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(b)keep the Exchange Offer open for acceptance for a period of not less than 20 business days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the “Exchange Period”);

(c)utilize the services of the Depositary for the Exchange Offer;

(d)permit Holders to withdraw tendered Registrable Securities at any time prior to 5:00 p.m. (Eastern time), on the last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Securities exchanged;

(e)notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and

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(f)otherwise comply in all respects with all applicable laws relating to the Exchange Offer.

A Holder that wishes to exchange Registrable Securities in the Exchange Offer shall be required (a) to represent that (i) all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and (ii) at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities and (b) make such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations.

If such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, such broker-dealer will be required to acknowledge that it will deliver a Prospectus in connection with any resale of the Exchange Securities (and the Issuer hereby agrees and undertake to provide any such broker-dealer with such number of Prospectuses as such broker-dealer may reasonably request for such purpose).

If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Issuer upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Issuer on a senior basis, that are identical to the Exchange Securities, except that such securities shall bear appropriate transfer restrictions (the “Private Exchange Securities”).

The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions or “Additional Interest” provisions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions.  The Indenture or such indenture shall provide that the Exchange Securities, the Private Exchange Securities and the Securities shall vote and consent together on all matters as one class and that none of the Exchange Securities, the Private Exchange Securities or the Securities will have the right to vote or consent as a separate class on any matter.  The Private Exchange Securities shall be of the same series as and the Issuer shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities.  The Issuer shall not have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities.

As soon as reasonably practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Issuer shall:

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(i)accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto;

(ii)accept for exchange all Securities properly tendered pursuant to the Private Exchange;

(iii)deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange; and

(iv)cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange.

Interest on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance.  The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Issuer’s judgment, would reasonably be expected to impair the ability of the Issuer to proceed with the Exchange Offer or the Private Exchange and may also include other conditions customarily included in exchange offers of this type.

2.2.  Shelf Registration.  (i) If, because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Issuer is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason the Exchange Offer Registration Statement is not consummated on or prior to 300 days after the date hereof, (iii) upon the request of any of the Initial Purchasers that hold Securities or (iv) if a Holder is not permitted to participate in the Exchange Offer or does not receive fully tradable Exchange Securities pursuant to the Exchange Offer, then in case of each of clauses (i) through (iv) the Issuer shall, at its cost:

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(a)(i) As promptly as practicable, file with the SEC a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time and (ii) thereafter shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective not later than the later of (x) 180 days after being required or requested to file such a Shelf Registration Statement and (ii) 300 days after the date hereof.

(b)Use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of one year from the date the Shelf Registration Statement is declared effective by the SEC, or for such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (the “Effectiveness Period”).

(c)Notwithstanding any other provisions hereof, use its commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading.

The Issuer agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

2.3.  Expenses.  The Issuer shall pay all Registration Expenses in connection with the registration pursuant to Section 2.1 or 2.2.  Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

2.4.  Effectiveness.  An Exchange Offer Registration Statement pursuant to Section 2.1 hereof or a Shelf Registration Statement pursuant to Section 2.2 hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the offering of Registrable Securities pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference, until the offering of Registrable Securities pursuant to such Registration Statement may legally resume.

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2.5.  Additional Interest.  The Indenture executed in connection with the Securities will provide that in the event that either (a) the Exchange Offer Registration Statement is not filed with the SEC on or prior to 180 days after the date hereof, (b) the Exchange Offer Registration Statement has not been declared effective on or prior to 270 days after the date hereof or (c) the Exchange Offer is not consummated and a Shelf Registration Statement is not declared effective, in both cases, on or prior to 300 days after the date hereof (each such event referred to in clauses (a) through (c) above, a “Registration Default”), the interest rate borne by the Securities shall be increased (“Additional Interest”) by 0.25% per annum upon the occurrence of each Registration Default, which rate will increase by 25 basis points per annum each three month period that such Additional Interest continues to accrue under any such circumstance, provided that the maximum aggregate increase in the interest rate will in no event exceed 50 basis points per annum.  Following the cure of all Registration Defaults the accrual of Additional Interest will cease and the interest rate will revert to the original rate.  The Company will not be obligated to pay Additional Interest in respect of more than one default at a time.

If the Shelf Registration Statement is unusable by the Holders for any reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 90 days in the aggregate, then the interest rate borne by the Securities will be increased by 25 basis points per annum of the principal amount of the Securities for the first three month period (or portion thereof) beginning on the 90th such date that such Shelf Registration Statement ceases to be usable in such twelve-month period, which rate shall be increased by an additional 25 basis points per annum of the principal amount of the Securities at the beginning of each subsequent three month period, provided that the maximum aggregate increase in the interest rate will in no event exceed 50 basis points per annum.  Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of this Agreement.  Upon the Shelf Registration Statement once again becoming usable, the interest rate borne by the Securities will be reduced to the original interest rate if the Issuer is otherwise in compliance with this Agreement at such time.  Additional Interest shall be computed based on the actual number of days elapsed in each three month period in which the Shelf Registration Statement is unusable.

The Issuer shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”).  Additional Interest will be payable in cash or in the form of PIK interest in the same proportion the Issuer has elected to pay PIK interest with respect to the applicable interest period.  The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture.  Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.

3.Registration Procedures.

In connection with the obligations of the Issuer with respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Issuer shall:

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(a)prepare and file with the SEC a Registration Statement, within the relevant time period specified in Section 2, on the appropriate form under the 1933 Act, which form (i) shall be selected by the Issuer, (ii) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof, (iii) shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be filed therewith or incorporated by reference therein, and (iv) shall comply in all respects with the requirements of Regulation S-T under the 1933 Act, and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof;

(b)prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary under applicable law to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof; and cause each Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provision then in force) under the 1933 Act and comply with the provisions of the 1933 Act, the 1934 Act and the rules and regulations thereunder applicable to them with respect to the disposition of all securities covered by each Registration Statement during the applicable period;

(c)in the case of a Shelf Registration, (i) notify each Holder of Registrable Securities for which the Issuer has information, at least five business days prior to filing, that a Shelf Registration Statement with respect to the Registrable Securities is being filed and advising such Holders that the distribution of Registrable Securities will be made; (ii) furnish to each Holder of Registrable Securities and to each underwriter of an underwritten offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request, including financial statements and schedules and, if the Holder so requests, all exhibits in order to facilitate the public sale or other disposition of the Registrable Securities (for the avoidance of doubt, any such supplement or amendment electronically filed with the SEC on the EDGAR system shall be deemed furnished to the Holders of Registrable Securities); and (iii) hereby consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities in accordance with applicable law in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto;

(d)use their commercially reasonable efforts to register or qualify the Registrable Securities under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request by the time the applicable Registration Statement is declared effective by the SEC, and do any and all other acts and things which may be reasonably necessary or advisable to enable each such Holder and underwriter to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Issuer shall not be required to (i) qualify as a foreign corporation or as a dealer in

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securities in any jurisdiction where it is not then so qualified or would not otherwise be required to qualify but for this Section 3(d), or (ii) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject;

(e)notify promptly each Holder of Registrable Securities under a Shelf Registration for which the Issuer has information, or any Participating Broker-Dealer who has notified the Issuer that it is utilizing the Exchange Offer Registration Statement as provided in paragraph (f) below, and, if requested by such Holder or Participating Broker-Dealer, confirm such advice in writing promptly (i) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for post-effective amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) in the case of a Shelf Registration, if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Issuer contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects (or, in the case of any representation or warranty that by its terms is qualified by reference to materiality, a material adverse effect or any term or concept of similar import, such representation or warranty ceases to be true in all respects), (v) of the happening of any event or the discovery of any facts during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading, (vi) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities or the Exchange Securities, as the case may be, for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (vii) of any determination by the Issuer that a post-effective amendment to such Registration Statement would be appropriate;

(f)(A)  in the case of the Exchange Offer Registration Statement (i) include in the Exchange Offer Registration Statement a section entitled “Plan of Distribution” which section shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that holds Registrable Securities acquired for its own account as a result of market-making activities or other trading activities and that will be the beneficial owner (as defined in Rule 13d-3 under the 1934 Act) of Exchange Securities to be received by such broker-dealer in the Exchange Offer, whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies represent the prevailing views of the staff of the SEC, including a statement that any such broker-dealer who receives Exchange Securities for Registrable Securities pursuant to the Exchange Offer may be deemed a statutory underwriter and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities, (ii) furnish to each Participating Broker-Dealer who has delivered to the Issuer the notice referred to in Section 

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3(e), without charge, as many copies of each Prospectus included in the Exchange Offer Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, as such Participating Broker-Dealer may reasonably request, (iii) hereby consent to the use of the Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto, by any Person subject to the prospectus delivery requirements of the SEC, including all Participating Broker-Dealers, in connection with the sale or transfer of the Exchange Securities covered by the Prospectus or any amendment or supplement thereto, and (iv) include in the Prospectus forming part of the Exchange Offer Registration Statement (and in any transmittal letter or similar document to be executed by an exchange offerree in order to participate in the Exchange Offer):  (x) the following provision:

“If the exchange offeree is a broker-dealer holding Registrable Securities acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of Exchange Securities received in respect of such Registrable Securities pursuant to the Exchange Offer”; and

(y) a statement to the effect that by a broker-dealer making the acknowledgment described in clause (x) and by delivering a Prospectus in connection with the exchange of Registrable Securities, the broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the 1933 Act;

(B)to the extent any Participating Broker-Dealer participates in the Exchange Offer, the Issuer (to the extent customary for such a transaction) shall use its reasonable best efforts to cause to be delivered at the request of an entity representing the Participating Broker-Dealers (which entity shall be one of the Initial Purchasers, unless it elects not to act as such representative) only one, if any, “cold comfort” letter with respect to the Prospectus in the form existing on the last date for which exchanges are accepted pursuant to the Exchange Offer and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (C) below; and

(C)to the extent any Participating Broker-Dealer participates in the Exchange Offer, the Issuer shall use their best efforts to maintain the effectiveness of the Exchange Offer Registration Statement for a period of 180 days following the closing of the Exchange Offer;

(g)in the case of a Shelf Registration, furnish counsel for the Holders of Registrable Securities copies of any comment letters received from the SEC or any other request by the SEC or any state securities authority for amendments or supplements to a Registration Statement and Prospectus or for additional information;

(h)make commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment;

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(i)in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, and each underwriter, if any, without charge, at least one conformed copy (or one electronically reproducible conformed copy) of each Registration Statement and any post-effective amendment thereto, including financial statements and schedules (without documents incorporated therein by reference and all exhibits thereto, unless requested);

(j)in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders or the underwriters, if any, may reasonably request at least three business days prior to the closing of any sale of Registrable Securities;

(k)in the case of a Shelf Registration, upon the occurrence of any event or the discovery of any facts, each as contemplated by Sections 3(e)(v) and 3(e)(vi) hereof, as promptly as practicable after the occurrence of such an event, use their commercially reasonable efforts to prepare a supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities or Participating Broker-Dealers, such Prospectus will not contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or will remain so qualified.  At such time as such public disclosure is otherwise made or the Issuer determines that such disclosure is not necessary, in each case to correct any misstatement of a material fact or to include any omitted material fact, the Issuer agrees as promptly as practicable to notify each Holder of such determination and to furnish each Holder such number of copies of the Prospectus as amended or supplemented, as such Holder may reasonably request;

(l)in the case of a Shelf Registration, a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers on behalf of such Holders; and make representatives of the Issuer, as shall be reasonably requested by the Holders of Registrable Securities, or the Initial Purchasers on behalf of such Holders, available for discussion of such document;

(m)obtain a CUSIP number for all Exchange Securities, Private Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement, and provide the Trustee with printed certificates for the Exchange Securities, Private Exchange Securities or the Registrable Securities, as the case may be, in a form eligible for deposit with the Depositary;

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(n)(i)  cause the Indenture to be qualified under the TIA in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, (ii) cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and (iii) execute, and use their commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

(o)in the case of a Shelf Registration, enter into underwriting agreements and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in such connection therewith:

(i)to the extent practicable, make such representations and warranties to the Holders of such Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made by issuers and guarantors to Holders or underwriters, as the case may be, in similar underwritten offerings as may be reasonably requested by them;

(ii)if requested by any Holder or Holders of Securities being sold, obtain opinions of counsel to the Issuer and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and the holders of a majority in principal amount of the Registrable Securities being sold) addressed to each selling Holder (to the extent customary) and the underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

(iii)in the case of an underwritten offering, obtain “cold comfort” letters and updates thereof from the Issuer’s independent certified public accountants (and, if necessary, any other independent certified public accountants of any subsidiary of the Issuer or of any business acquired by the Issuer for which financial statements are, or are required to be, included in the Registration Statement) addressed to the underwriters, if any, and use reasonable efforts to have such letter addressed to the selling Holders of Registrable Securities (to the extent consistent with Statement on Auditing Standards No. 72 of the American Institute of Certified Public Accountants), such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters to underwriters in connection with similar underwritten offerings;

(iv)enter into a securities sales agreement with the Holders and an agent of the Holders providing for, among other things, the appointment of such agent for the selling Holders for the purpose of soliciting purchases of Registrable Securities, which agreement shall be in form, substance and scope customary for similar offerings;

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(v)if an underwriting agreement is entered into, cause the same to set forth indemnification provisions and procedures substantially equivalent to the indemnification provisions and procedures set forth in Section 4 hereof with respect to the underwriters and all other parties to be indemnified pursuant to said Section or, at the request of any underwriters, in the form customarily provided to such underwriters in similar types of transactions; and

(vi)deliver such documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings to the Holders of a majority in principal amount of the Registrable Securities being sold and the managing underwriters, if any.

The above shall be done at (i) the effectiveness of such Shelf Registration Statement (and each post-effective amendment thereto) and (ii) each closing under any underwriting agreement as and to the extent required thereunder;

(p)in the case of a Shelf Registration or if a Prospectus is required to be delivered by any Participating Broker-Dealer in the case of an Exchange Offer, make available for inspection by representatives of the Holders of the Registrable Securities, any lead managing underwriters participating in any disposition pursuant to a Shelf Registration Statement, any Participating Broker-Dealer and any counsel or accountant retained by any of the foregoing, at reasonable times and in a reasonable manner, all financial and other records, pertinent corporate documents and properties of the Issuer and the Guarantors reasonably requested by any such persons, and cause the respective officers, directors, employees, and any other agents of the Issuer to supply all information reasonably requested by any such representative, underwriter, special counsel or accountant in connection with a Registration Statement, and make such representatives of the Issuer available for discussion of such documents as shall be reasonably requested by the Initial Purchasers (subject to customary confidentiality agreements);

(q)in the case of a Shelf Registration, a reasonable time prior to filing any Shelf Registration Statement, any Prospectus forming a part thereof, any amendment to such Shelf Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Holders of Registrable Securities, to the Initial Purchasers, to counsel for the Holders and to the underwriter or underwriters of an underwritten offering of Registrable Securities, if any, make such changes in any such document prior to the filing thereof as the Initial Purchasers, the counsel to the Holders or the underwriter or underwriters reasonably request and, except as otherwise required by applicable law, not file any such document in a form to which the Majority Holders, the Initial Purchasers on behalf of the Holders of Registrable Securities, counsel for the Holders of Registrable Securities or any underwriter shall not have previously been advised and furnished a copy of or to which the Majority Holders, the Initial Purchasers on behalf of the Holders of Registrable Securities, counsel to the Holders of Registrable Securities or any underwriter shall reasonably object, and make the representatives of the Issuer available for discussion of such document as shall be reasonably requested by the Holders of Registrable Securities, the

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Initial Purchasers on behalf of such Holders, counsel for the Holders of Registrable Securities or any underwriter.

(r)in the case of a Shelf Registration, use its commercially reasonable efforts to cause all Registrable Securities to be listed on any securities exchange on which similar debt securities issued by the Issuer are then listed if requested by the Majority Holders, or if requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any;

(s)in the case of a Shelf Registration, use their commercially reasonable efforts to cause the Registrable Securities to be rated by the appropriate rating agencies, if so requested by the Majority Holders, or if requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any;

(t)otherwise comply with all applicable rules and regulations of the SEC and make available to its security holders, as soon as reasonably practicable, an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

(u)reasonably cooperate and assist in any filings required to be made with FINRA; and

(v)upon consummation of an Exchange Offer or a Private Exchange, obtain a customary opinion of counsel to the Issuer addressed to the Trustee as so may be required under the Indenture.

In the case of a Shelf Registration Statement, the Issuer may (as a condition to such Holder’s participation in the Shelf Registration) require each Holder of Registrable Securities to furnish to the Issuer such information regarding the Holder (including, without limitation, a customary selling holder questionnaire) and the proposed distribution by such Holder of such Registrable Securities as the Issuer may from time to time reasonably request in writing.

In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Issuer of the happening of any event or the discovery of any facts, each of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(k) hereof, and, if so directed by the Issuer, such Holder will deliver to the Issuer (at its expense) all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.

In the event that the Issuer fails to effect the Exchange Offer or file any Shelf Registration Statement and maintain the effectiveness of any Shelf Registration Statement as provided herein, the Issuer shall not file any Registration Statement with respect to any securities

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(within the meaning of Section 2(1) of the 1933 Act) of the Issuer, other than Registrable Securities.

If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the underwriter or underwriters and manager or managers that will manage such offering will be selected by the Majority Holders of such Registrable Securities included in such offering and shall be acceptable to the Issuer.  No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.  No more than one underwritten offering may be done hereunder.

4.Indemnification; Contribution.

(a)The Issuer and the Guarantors agree jointly and severally to indemnify and hold harmless the Initial Purchasers, each Holder, each Participating Broker-Dealer, officers, directors, partners, employees, representatives and agents of each Participating Broker Dealer and each Person, if any, who controls any Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i)against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or any Free Writing Prospectus or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Issuer; and

(iii)against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or

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any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Issuer by the Holder expressly for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto).

(b)Each Holder severally, but not jointly, agrees to indemnify and hold harmless the Issuer, the Guarantors, the Initial Purchasers and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Issuer, a Guarantor, the Initial Purchasers or any other selling Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Shelf Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) or any Free Writing Prospectus in reliance upon and in conformity with written information with respect to such Holder furnished to the Issuer by such Holder expressly for use in the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto) or such Free Writing Prospectus; provided, however, that no such Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Shelf Registration Statement.

(c)Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.  An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party.  In no event shall the indemnifying party or parties be liable for the reasonable fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.  No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or

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potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

(e)If the indemnification provided for in this Section 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the Issuer and the Guarantors on the one hand and the Holders and the Initial Purchasers on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative fault of the Issuer and the Guarantors on the one hand and the Holders and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Issuer and/or the Guarantors, the Holders or the Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Issuer, the Guarantors, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Holders and/or Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 4, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total discount received

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by it in connection with its purchase of the Securities exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 4, each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Issuer or any Guarantor, and each Person, if any, who controls the Issuer or any Guarantor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Issuer or such Guarantor, as applicable.  The Initial Purchasers’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule A to the Purchase Agreement and not joint.

5.Miscellaneous.

5.1.  Rule 144A.  If the Issuer ceases to be required to file reports under the 1934 Act, the Issuer covenants that it will upon the request of any Holder of Registrable Securities (a) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (b) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or any similar rules or regulations hereafter adopted by the SEC.  Upon the request of any Holder of Registrable Securities, the Issuer will deliver to such Holder a written statement as to whether it has complied with such requirements.

5.2.  No Inconsistent Agreements.  Neither the Issuer nor any Guarantor has entered into, and neither the Issuer nor any Guarantor will after the date of this Agreement enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder do not and will not for the term of this Agreement in any way conflict with the rights granted to the holders of the Issuer’s or any Guarantor’s other issued and outstanding securities under any such agreements.

5.3.  Amendments and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Issuer has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or departure.

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5.4.  Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (a) if to a Holder, at the most current address given by such Holder to the Issuer by means of a notice given in accordance with the provisions of this Section 5.4, which address initially is the address set forth in the Purchase Agreement with respect to the Initial Purchasers; and (b) if to the Issuer or any Guarantor, initially at the Issuer’s address set forth in the Purchase Agreement, and thereafter at such other address of which notice is given in accordance with the provisions of this Section 5.4.

All such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; two business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands, or other communications shall be concurrently delivered by the person giving the same to the Trustee under the Indenture, at the address specified in such Indenture.

5.5.  Successor and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture.  If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such person shall be entitled to receive the benefits hereof.

5.6.  Third Party Beneficiaries.  The Initial Purchasers (even if the Initial Purchasers are not Holders of Registrable Securities) shall be third party beneficiaries to the agreements made hereunder between the Issuer and the Guarantors, on the one hand, and the Holders, on the other hand, and shall have the right to enforce such agreements directly to the extent they deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.  Each Holder of Registrable Securities shall be a third party beneficiary to the agreements made hereunder between the Issuer and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights hereunder.

5.7.  Specific Enforcement.  Without limiting the remedies available to the Initial Purchasers and the Holders, the Issuer acknowledges that any failure by the Issuer to comply with its obligations under Sections 2.1 through 2.4 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it would

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not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Issuer’s obligations under Sections 2.1 through 2.4 hereof.

5.8.  Restriction on Resales.  Until the expiration of one year after the original issuance of the Securities and the Guarantees, the Issuer and the Guarantor will not, and will cause their “affiliates” (as such term is defined in Rule 144(a)(1) under the 1933 Act) not to, resell any Securities that are “restricted securities” (as such term is defined under Rule 144(a)(3) under the 1933 Act) that have been reacquired by any of them, except pursuant to a registered offering and shall immediately upon any purchase of any such Securities submit such Securities to the Trustee for cancellation.

5.9.  Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

5.10.  Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

5.11.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

5.12.  Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

SYMBION, INC.
By:	/s/ Teresa F. Sparks
	Name: Teresa F. Sparks
	Title: Senior Vice President and Chief Financial Officer
THE GUARANTORS SET FORTH ON
SCHEDULE A HERETO
By:	/s/ Teresa F. Sparks
	Name: Teresa F. Sparks
	Title: Vice President

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Confirmed and accepted as

  of the date first above

  written:

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

BANC OF AMERICA SECURITIES LLC

GREENWICH CAPITAL MARKETS, INC.

BY:	MERRILL LYNCH, PIERCE, FENNER & SMITH   INCORPORATED
	By:	/s/ Heather Lamberton
		Name: Heather Lamberton
		Title: Vice President

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Schedule A

GUARANTORS

Ambulatory Resource Centres Investment Company, LLC

Ambulatory Resource Centres of Florida, Inc.

Ambulatory Resource Centres of Massachusetts, Inc.

Ambulatory Resource Centres of Texas, Inc.

Ambulatory Resource Centres of Washington, Inc.

Ambulatory Resource Centres of Wilmington, Inc.

ARC Development Corporation

ARC Dry Creek, Inc.

ARC Financial Services Corporation

ASC of Hammond, Inc

ASC of New Albany, LLC

Houston PSC - I, Inc.

Lubbock Surgicenter, Inc.

Medisphere Health Partners - Oklahoma City, Inc.

Medisphere Health Partners Management of Tennessee, Inc.

NeoSpine Surgery of Bristol, LLC

NeoSpine Surgery of Nashville, LLC

NeoSpine Surgery of Puyallup, LLC

NeoSpine Surgery, LLC

NSC Edmond, Inc.

Physicians Surgical Care Management, Inc.

Physicians Surgical Care, Inc.

Premier Ambulatory Surgery of Duncanville, Inc.

PSC Development Company, LLC

PSC of New York, L.L.C.

PSC Operating Company, LLC

Quahog Holding Company, LLC

SARC/Asheville, Inc.

SARC/Circleville, Inc.

SARC/Columbia, Inc.

SARC/Deland, Inc.

SARC/Ft. Myers, Inc.

SARC/FW, Inc.

SARC/Georgia, Inc.

SARC/Jacksonville, Inc.

SARC/Kent, LLC

SARC/Knoxville, Inc.

SARC/Largo Endoscopy, Inc.

SARC/Largo, Inc.

SARC/Metairie, Inc

SARC/Providence, LLC

SARC/San Antonio, LLC

SARC/Savannah, Inc.

SARC/St. Charles, Inc.

SARC/Vincennes, Inc.

SARC/West Houston, LLC

SARC/Worcester, Inc.

SI/Dry Creek, Inc.

SMBI Havertown, LLC

SMBI Northstar, LLC

SMBI OSE, LLC

SMBI Portsmouth, LLC

SMBIMS Kirkwood, LLC

SMBIMS 119, LLC

SMBIMS Birmingham, Inc.

SMBIMS Durango, LLC

SMBIMS Elk River, LLC

SMBIMS Florida I, LLC

SMBIMS Greenville, LLC

SMBIMS Maple Grove, LLC

SMBIMS Novi, LLC

SMBIMS Orange City, LLC

SMBIMS Steubenville, Inc.

SMBIMS Tampa, LLC

SMBIMS Temple, LLC

SMBIMS Tuscaloosa, Inc.

SMBIMS Wichita, LLC

SMBISS Arcadia, LLC

SMBISS Beverly Hills, LLC

SMBISS Chesterfield, LLC

SMBISS Encino, LLC

SMBISS Irvine, LLC

SMBISS Roswell, LLC

SMBISS Sandy Springs, LLC

SMBISS Thousand Oaks, LLC

Surgicare of Deland, Inc.

Symbion Ambulatory Resource Centres, Inc.

Symbion Imaging, Inc.

SymbionARC Management Services, Inc.

SymbionARC Support Services, LLC

Texarkana Surgery Center GP, Inc.

UniPhy Healthcare of Eugene/Springfield I, Inc.

UniPhy Healthcare of Johnson City VI, LLC

UniPhy Healthcare of Louisville, Inc.

UniPhy Healthcare of Maine I, Inc.

UniPhy Healthcare of Memphis I, LLC

UniPhy Healthcare of Memphis II, Inc.

UniPhy Healthcare of Memphis III, LLC

UniPhy Healthcare of Memphis IV, LLC

VASC, Inc.

Village Surgicenter, Inc.

EX-4.4

EXHIBIT 4.4

FIRST SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 18, 2008, among Northstar Hospital, LLC (the “Guaranteeing Subsidiary”), an indirect subsidiary of Symbion, Inc., a Delaware corporation (the “Issuer”), the Issuer and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of June 3, 2008, providing for the issuance of 11.00%/11.75% Senior PIK Toggle Notes due 2015 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall irrevocably and unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiary hereby agrees to pro-vide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in this Indenture including but not limited to Article 11 thereof.

3.NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuer or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

4.NEW YORK LAW TO GOVERN.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

5.COUNTERPARTS.  The parties may sign any number of copies of this Supplemental In-denture.  Each signed copy shall be an original, but all of them together represent the same agreement.

6.EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.

7.THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated:   September 18, 2008

NORTHSTAR HOSPITAL, LLC
By:	SMBI Northstar, LLC, the sole member
	of Northstar Hospital, LLC
	By:	/s/ Teresa F. Sparks
		Name:	Teresa F. Sparks
		Title:	Vice President
SYMBION, INC.
By:	/s/ Teresa F. Sparks
	Name:	Teresa F. Sparks
	Title:	Senior Vice President and Chief
		Financial Officer
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ Donna Williams
Name:	Donna Williams
Title:	Vice President

EX-5.1

Exhibit 5.1

September 25, 2008

Symbion, Inc.

40 Burton Hills Boulevard, Suite 500

Nashville, Tennessee 37215

Ladies and Gentlemen:

We have acted as counsel to Symbion, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of the Company’s Registration Statement on Form S-4, as may be amended from time to time (the “Registration Statement”), under the Securities Act of 1933, as amended, relating to the registration of $184,635,000 aggregate principal amount of the Company’s 11.00%/11.75% Senior PIK Toggle Notes due 2015 (the “Notes”) and the accompanying guarantees (the “Guarantees”).

In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement, the Indenture dated as of June 3, 2008 between the Company, the subsidiary guarantors party thereto (the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), pursuant to which the Notes will be issued (as amended and supplemented, the “Indenture”), the form of the Notes filed as an exhibit to the Registration Statement and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and the Guarantors.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:

1.The Notes are duly authorized, and, when duly executed on behalf of the Company, authenticated by the Trustee and delivered in accordance with the terms of the

Indenture and as contemplated by the Registration Statement, will constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that the waiver contained in Section 4.06 of the Indenture may be deemed unenforceable.

2.The Guarantees to be executed by the Guarantors are duly authorized by the Guarantors, and, when duly executed on behalf of the Guarantors and when the Notes are duly authenticated by the Trustee and delivered in accordance with the terms of the Indenture and as contemplated by the Registration Statement, will constitute legal, valid and binding obligations of the Guarantors, enforceable against each of them in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that certain remedial provisions of the Guarantees are or may be unenforceable in whole or in part under the laws of the State of New York, but the inclusion of such provisions does not affect the validity of the Guarantees, and the Guarantees contain adequate provisions for the practical realization of the rights and benefits afforded thereby, and except that the waiver contained in Section 4.06 of the Indenture may be deemed unenforceable.

We consent to the use of this letter as an exhibit to the Registration Statement and to any and all references to our firm in the prospectus which is a part of the Registration Statement.

Very truly yours,

/s/ Waller Lansden Dortch & Davis, LLP

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EX-8.1

Exhibit 8.1

September 25, 2008

Symbion, Inc.

40 Burton Hills Boulevard, Suite 500

Nashville, TN 37215

Ladies and Gentlemen:

We have acted as counsel to Symbion, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of the Company’s Registration Statement on Form S-4, as may be amended from time to time (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to the registration of $184,635,000 aggregate principal amount of the Company’s 11.00%/11.75% Senior PIK Toggle Notes due 2015 (the “Exchange Notes”) and the accompanying guarantees to be offered by the Company in exchange for a like principal amount of its issued and outstanding 11.00%/11.75% Senior PIK Toggle Notes due 2015 pursuant to the exchange offer (the “Exchange Offer”).  The terms of the Exchange Notes and the Exchange Offer are described in the Registration Statement to be filed with the Securities and Exchange Commission, which includes the prospectus of the Company (the “Prospectus”) relating to the Exchange Notes and the Exchange Offer.

You have requested our opinion regarding certain United States federal income tax consequences of participating in the Exchange Offer for Exchange Notes described in the Prospectus.  In connection with our opinion, we have examined the Registration Statement and the Prospectus, each substantially in the form being filed with the Securities and Exchange Commission, and such other documents, and have examined such laws and regulations, as we have deemed necessary for purposes of this opinion.  In such examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, the genuineness of all signatures, and the correctness of all factual representations made therein.  We have further assumed that the final executed documents will be substantially the same as those which we have reviewed and that there are no agreements or understandings between or among the parties to the documents with

respect to the transactions contemplated therein other than those contained in the documents.  For purposes of this opinion, we have not made an independent investigation or audit of the facts set forth in the above referenced documents.

In accordance with the assumptions and limitations contained herein, we hereby confirm to you that, in our opinion, the discussion under the heading “Material U.S. Federal Income Tax Considerations” in the Prospectus contained in the Registration Statement accurately describes the material United States federal income tax considerations associated with participating in the Exchange Offer for Exchange Notes described in the Prospectus.  This opinion is based on relevant provisions of the Internal Revenue Code of 1986, as amended, the Treasury regulations issued thereunder, court decisions and administrative determinations as currently in effect, all of which are subject to change, prospectively or retroactively, at any time.  There can be no assurances that any opinion expressed herein will be accepted by the Internal Revenue Service or, if challenged, by a court.

This opinion is subject to the limitations and qualifications herein and is based on assumptions contained herein and the assumptions, facts and circumstances set forth in the Prospectus, which have been reviewed by us.  Our opinion could change as a result of changes in: (i) facts and circumstances; (ii) the terms or the form of the documents reviewed by us; or (iii) existing statutory authority, administrative pronouncements or judicial authority subsequent to the date hereof.  We undertake no obligation to update or supplement this opinion to reflect any such changes that may occur after the date hereof.

This opinion is furnished to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(8) of Regulation S-K under the Act.  We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and all amendments thereto.  In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Waller Lansden Dortch & Davis, LLP

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and executed to be effective as of the consummation of the Merger, by and between Symbion, Inc. (the “Company”), and Richard E. Francis, Jr., an individual and resident of Nashville, Tennessee (“Executive”).  Defined terms used herein have the meaning attributed thereto in the text hereof or if not so defined, as set forth in Section 18.

RECITALS:

WHEREAS, the Company, Symbol Acquisition, L.L.C., a Delaware limited liability company, and Symbol Merger Sub, Inc., a Delaware corporation entered into an Agreement and Plan of Merger, dated as of April 24, 2007, (the “Merger Agreement”) upon the consummation of which Symbol Merger Sub, Inc. will be merged with and into the Company, with the Company as the surviving corporation;

WHEREAS, prior to but in connection with the Merger, Symbol Acquisition, L.L.C. will be converted into Symbion Holdings Corporation (the “Parent”), which will become the parent holding company of the Company by virtue of the Merger; and

WHEREAS, the Company and Executive desire to memorialize in this Agreement the terms of Executive’s employment with the Company effective as of the consummation of such Merger, with the understanding that this Agreement shall supersede any and all prior agreements relating to Executive’s employment with the Company or any Company Subsidiary in all respects;

NOW, THEREFORE, in consideration of the mutual undertakings of the parties set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive hereby agree as follows:

1.Employment.  The Company hereby employs Executive, and Executive hereby accepts employment with the Company, on the terms and conditions hereinafter set forth.

2.Term.  The initial term of this Agreement shall commence and shall be effective as of the consummation of the Merger, (the “Effective Date”) and shall extend from that date for a period of three (3) years, unless earlier terminated as provided in Section 8 of this Agreement.  At the beginning of each month after the Effective Date in which Executive is employed by the Company, the term of this Agreement shall automatically be extended for an additional

month so that the Employment Term on such date is a period of three (3) years (the initial term and any such extensions, the “Employment Term”).

3.Nature of Duties and Responsibilities.  (a) During the Employment Term, Executive shall be employed by the Company as its Chairman and Chief Executive Officer and shall have such duties, powers and authority as generally inure to those offices.  Executive shall have the full authority and responsibility for formulating the essential strategic plans and policies of the Company and for administering the same.  Executive shall report to only to the Board or any designated committee thereof, and shall not be subordinate to any officer or employee of the Company.

(b)The Company shall use its best efforts to cause Executive to be elected to the Board of the Company and the Parent and to be elected Chairman of the Board of the Company and the Parent, such membership and service as Chairman to continue for so long as Executive holds the offices set forth in Section 3(a).

4.Extent of Services.  (a) Executive shall devote his full time, attention, skills and energies during the Employment Term to the business of the Company.  During the Employment Term, Executive shall not be engaged in any other business activity that conflicts with or detracts from his duty to the Company or with the business of the Company, whether or not such business activity is pursued for gain, profit or other pecuniary advantage.  Notwithstanding the foregoing, Executive may, at his option, devote reasonable time and attention to personal investments and to civic, charitable or social organizations as he deems appropriate.  With the Board’s prior written consent, Executive may devote a reasonable amount of his time to serve on the board of directors of one or more public or private corporations, provided that such service will not interfere with the performance of Executive’s duties hereunder and, provided further, that the business activities of any such corporation are not competitive with those of the Company.

(b)For the avoidance of doubt, neither the existence nor terms of this Agreement shall be deemed to preclude Executive from performing such duties to the Company as may be required for the Company to satisfy its obligations under the Merger Agreement.

5.Location.  The permanent place of employment of Executive shall be the corporate headquarters of the Company located in Nashville, Tennessee.  Executive shall not be required to relocate his place of employment more than 35 miles from such location at any time during the Employment Term without his prior consent, which consent may be withheld by Executive for any reason he deems appropriate.  Executive may be required to conduct reasonable travel in the course of the performance of his duties on behalf of the Company.

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6.Compensation.

(a)For all services rendered by Executive under this Agreement, the Company shall compensate Executive at Executive’s current annual base rate as in effect on the date hereof; provided, however, that effective January 1, 2008, Executive’s annual base rate shall be increased to $525,000.

(b)The annual rate of compensation provided in Section 6(a) may be adjusted upward effective on January 1 for each year beginning after January 1, 2008 during the Employment Term by an amount determined by the Compensation Committee of Parent’s Board of Directors (the “Board”) in its sole discretion.  Executive is not entitled to any guaranteed annual increase in his rate of compensation.

(c)During the Employment Term, Executive shall be eligible to receive a bonus payment each year that is equal to a percentage of the amount of compensation that is in effect under Section 6(a).  The percentage shall be determined by reference to the level of achievement by Executive of the annual performance goals that are established by the compensation committee of the Board so that the target bonus opportunity is 100% of the amount specified in Section 6(a) if Executive achieves at least 100% of the performance goals.  The percentage shall be reduced to correspond to achievement that is less than 100%, provided that no bonus shall be payable under this provision if achievement is at a level of less than 80% of the performance goals.  The Executive shall be eligible for additional bonus payments upon achievement of such other performance targets that are specified by the compensation committee of the Board.

(d)The Company shall be entitled to withhold such amounts on account of employment and payroll taxes and similar matters required by applicable law, rule or regulation of any appropriate governmental authority.

(e)The Company shall continue to pay Executive his compensation during any period of physical or mental incapacity or disability, but shall not be obligated to pay Executive any compensation for any continuous period of physical or mental incapacity or disability after Executive is determined to be disabled by the Board, as provided in Section 8(g).

(f)During the Employment Term, the Company shall pay the reasonable expenses incurred by Executive (based on business development objectives and within limits that may be established by the Board) in the performance of his duties under this Agreement (or shall reimburse Executive on account of such expenses paid directly by Executive) in accordance with the Company’s policies and procedures promptly upon the submission to the Company by Executive of documentation reasonably satisfactory to the Company.

7.Other Benefits.

(a)Executive shall be entitled to and eligible for group health, life and disability insurance coverage, vacation, and any other fringe benefits that

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may from time to time be available to other salaried employees of the Company. Executive may participate in any other pension, profit sharing or other employee benefit plan of the Company or in which the Company participates.  Any and all such benefits provided in this Section 7(a) shall terminate on the expiration or earlier termination of this Agreement, except as otherwise required by law or as otherwise provided herein.

(b)(i)The Company shall recommend to the Board that, and shall use its best efforts to cause, the grant to Executive at the Effective Date, of non-qualified options to purchase Parent common stock under a Parent plan, with customary terms and conditions, the material terms of which such grant are set forth on Schedule A hereto.

(ii)All shares of common stock of the Parent and all awards convertible or exercisable into such shares, whether acquired pursuant to Section 7(b)(i) or otherwise, shall be subject to the terms and conditions set forth in the Shareholders Agreement.

7.A.Purchased Equity.   Executive shall invest at the Effective Time $4,700,000 in Parent in connection with the Merger.

8.Termination.

(a)Termination for Cause.  Prior to the end of the Employment Term, the Company may terminate this Agreement for Cause, without any further liability hereunder to Executive; provided that the Company shall pay all accrued but unpaid compensation earned to the date of termination.

(b)Termination Without Cause.  Prior to the end of the Employment Term, the Company may terminate this Agreement other than as provided in Section 8(a), upon thirty (30) days prior written notice to Executive.  In such event, the Company shall pay to Executive the amounts required under Section 8(h).

(c)Death of Executive.  In the event Executive’s death occurs during the Employment Term, the Company shall pay to the estate of Executive all accrued but unpaid compensation earned to the date of death.  This Agreement otherwise shall terminate in all respects upon Executive’s death.

(d)Voluntary Resignation.  Executive may, upon thirty (30) days prior written notice to the Company, voluntarily resign and thereby terminate this Agreement at any time prior to the expiration of the Employment Term.  In such event, the Company shall pay to Executive all accrued but unpaid compensation earned to the effective date of resignation.  Executive shall not be entitled to any benefits under this Agreement after the effective date of resignation.

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(e)Good Reason.  Executive may resign and thereby terminate this Agreement for Good Reason upon prior written notice from Executive (as provided in the definition of Good Reason).  In such event, the Company shall pay to Executive the amounts required under Section 8(h).

(f)[RESERVED]

(g)Disability.  In the event that Executive is unable to perform his services under this Agreement for a continuous period of one hundred eighty (180) days during the term of this Agreement and Executive is determined to be disabled under the Company’s long-term disability plan, the Company may terminate Executive’s employment and the Board may remove Executive from his position on the Board without further liability to Executive, except as specified in Section 8(h).

(h)Severance Benefits.  Except for a termination of employment as provided in Sections 8(a), (c), (d) or (g), if (i) the Company terminates the employment of Executive without Cause or (ii) Executive elects to resign and terminate this Agreement for Good Reason, then, in addition to all accrued but unpaid compensation earned to the effective date of such termination, subject to Executive’s and the Company’s execution and delivery of mutual releases of claims reasonably satisfactory to the Company and Executive, the Company shall pay to Executive a severance benefit in an amount equal to (1) three times the Executive’s rate of annual base compensation determined by reference to the highest base salary rate in effect at any time during the 12-month period prior to the effective date of such termination; (2) three times an amount equal to the 100% target bonus opportunity provided under Section 6 (c) in respect of the year in which such termination occurs, as if the performance goals set by the Board had been fully achieved without regard to actual achievement; and (3) continuation of benefits at no cost under the benefit programs specified in Section 7(a) for the period of time that he is eligible for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).  Upon a termination of employment due to Executive’s disability pursuant to Section 8(g), Company shall pay Executive 75% of the base salary then in effect as set forth in Section 6(a) (reduced by any Company-provided disability insurance benefits), commencing upon the determination of Employee’s disability by the Board and continuing until the first to occur of (i) 36 months or (ii) the death of Executive, and Executive shall receive benefits at no cost under the benefit programs specified in Section 7(a) for the period of time that he is eligible for continuation coverage under COBRA.  Nothing in this Section 8(h) is intended to affect any vesting provisions applicable to any stock option or stock award of Executive in effect as of the date his employment is terminated.

9.Gross-Up Payment.

(a)Gross Up Payment.  Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or

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distribution by or on behalf of the Company to or for the benefit of Executive as a result of a change in control of the Company (within the meaning of section 280G of the Code (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9 (a “Payment”)) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(i)Tax Opinion.  Subject to the provisions of Sections 9(a) and (b), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Executive (subject to the reasonable consent of the Company) (the “Tax Firm”) provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Executive unless it delivers to Executive a written opinion (the “Tax Opinion”) that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Executive’s applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on Executive.  All fees and expenses of the Tax Firm shall be borne solely by the Company.  Within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Executive or the Company, the Tax Firm shall make all determinations required under this Section 9, shall provide to the Company and Executive a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to Executive.  Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to Executive within fifteen days of the receipt of the Tax Firm’s determination.  Subject to the remainder of this Section 9, any determination by the Tax Firm shall be binding upon the Company and Executive; provided, however, that Executive shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder.  In the event that

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it is ultimately determined in accordance with the procedures set forth in Section 9(c)(ii) that Executive is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit, of Executive.  In determining the reasonableness of Tax Firm’s determinations hereunder, and the effect thereof, Executive shall be provided a reasonable opportunity to review such determinations with Tax Firm and Executive’s tax counsel.  Tax Firm’s determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Executive’s reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

(b)Notice of IRS Claim.  Executive shall notify the Company in writing of any claims by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment.  Such notification shall be given as soon as practicable but no later than 30 calendar days after Executive actually receives notice in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid; provided, however, that the failure of Executive to notify the Company of such claim (or to provide any required information with respect thereto) shall not affect any rights granted to Executive under this Section 9(c) except to the extent that the Company is materially prejudiced in the defense of such claim as a direct result of such failure.  Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due).  If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall do all of the following:

(i)give the Company any information reasonably requested by the Company relating to such claim;

(ii)take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company and reasonably acceptable to Executive;

(iii)cooperate with the Company in good faith in order effectively to contest such claim;

(iv)if the Company elects not to assume and control the defense of such claim, permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with

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respect thereto) imposed as a result of such representation and payment of costs and expenses.  Without limiting the foregoing provisions of this Section 9, the Company shall have the right, at its sole option, to assume the defense of and control all proceedings in connection with such contest, in which case it may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount.  Furthermore, the Company’s right to assume the defense of and control the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(c)Right to Tax Refund.  If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 9 Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 9(b)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto).  If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 9(b), a determination is made that Executive is not entitled to a refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall, to the extent of such denial, be forgiven and shall not be required to be repaid and the amount of forgiven advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

10.Time for Payment; Interest.  The severance payment described in Section 8 shall be paid to Executive in a single lump sum within 15 days following the date of termination, provided that the Gross-Up Payment described in Section 9 shall be payable in accordance with the procedures described therein.  The Company’s obligation to pay to Executive any amounts under this Agreement will bear interest at the prime rate as quoted in The Wall Street Journal plus 2%, and all accrued and unpaid interest will bear interest at the same rate, all of which interest will be compounded annually.

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11.Restrictive Covenant.  Executive hereby covenants and agrees that during the Employment Term and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (a) own, manage, operate, control, be employed by, consult with, participate in or be connected in any manner with, the operation, ownership, management or control of any enterprise predominantly engaged in the management of physician practices or the ownership and management of outpatient surgery centers (other than the Company or its affiliates); (b) be employed by or consult with any organization in which Executive is primarily engaged in maintaining the operation, ownership, management or control of a business unit that is predominantly engaged in the management of physician practices or the ownership and management of outpatient surgery centers that is competitive with the Company; or (c) induce any employee of the Company to leave the employ of the Company or solicit the business of any client or customer of the Company (other than on behalf of the Company).  Notwithstanding the foregoing, Executive may own, directly or indirectly, solely as an investment, securities of any publicly-traded corporation or other business entity, provided that Executive does not own, directly or indirectly, more than one percent (1%) of any class of voting securities of any such corporation or other business entity.  The foregoing covenants and agreements of Executive are referred to herein as the “Restrictive Covenant.”

(a)Executive has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 11, including without limitation the time period of restriction and the geographic areas of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Company.

(b)Executive acknowledges that the Company’s business is and will be built upon the confidence of those with whom it conducts business and that Executive will gain acquaintances and develop relationships by using the good will of the Company.  Executive also acknowledges that the Company’s business is and will be built upon the success of the Company in research, development and marketing, and through the development of certain business methods and trade secrets, and that Executive’s position will give him confidential knowledge of all aspects of the Company’s business and internal operations.  In addition, Executive acknowledges that the Company’s dealings through Executive will give Executive confidential knowledge that should not be divulged or used for his own benefit.  Executive recognizes and agrees that his violation of any provision of the Restrictive Covenant will cause irreparable harm to the Company.

(c)In the event that, notwithstanding the foregoing, any of the provisions of this Section 11 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable

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portions or parts had not been included herein.  In the event that any provision of this Section 11 relating to the time period and/or the areas of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or areas of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.

12.Remedies.  Executive agrees that in the event of any conduct by Executive violating any provision of Section 11, the Company shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either at law or in equity, to obtain damages for such conduct, to enforce specific performance of such provision, to enjoin Executive from such conduct, to obtain an accounting and repayment of all profits, compensation, commissions, remuneration or other benefits that Executive directly or indirectly has realized and/or may realize as a result of, growing out of, or in connection with any such violation, or to obtain any other relief, or any combination of the foregoing, that the Company may elect to pursue.

13.Waiver of Breach.  The waiver by either party of a breach of any provisions of this Agreement by either party shall not operate or be construed as a waiver of any subsequent breach by either party.

14.Successors.  This Agreement shall be binding upon and accrue to the benefit of any successors and assigns of the Company.  This Agreement is not assignable by Executive or by the Company, except upon the agreement of both parties.

15.Construction.  This Agreement shall be construed under and enforced in accordance with the laws of the State of Tennessee.

16.Entire Agreement; Termination.  (a) This Agreement is the entire agreement of the parties and supersedes all prior agreements and understandings, written or oral, including, without limitation, the Prior Agreement.  This Agreement shall not be amended or modified except in writing executed by both parties; provided, however, that prior to the Effective Date no such amendment or modification, or termination other than pursuant to Section 16(b), shall be effective without the prior written consent of the Crestview Shareholder.

(b)In the event the Merger is not consummated prior to the date set forth in Section 7.1 of the Merger Agreement, or the Merger Agreement is otherwise terminated by the parties thereto pursuant to the terms thereof, this Agreement shall immediately terminate and be of no force or effect, and the Prior Agreement shall be in full force and effect.

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17.Notice.  For the purposes of this Agreement, notices shall be deemed given when mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed in the case of the Company to its principal executive office; or in the case of Executive to the address shown on the signature page of this Agreement.  Either party may change such address by giving the other party notice of such change in the aforesaid manner, except that notices of changes of address shall only be effective upon receipt.

18.Defined Terms.

“Agreement” has the meaning set forth in the introductory paragraph hereof.

“Board” has the meaning set forth in Section 6.

“Cause” means:

(a)  the conviction of Executive of (including Executive’s plea of guilty or nolo contendere to) a felony (other than a violation of a motor vehicle or moving violation law) which in the reasonable judgment of the Board materially affects Executive’s ability to perform his duties under this Agreement; or

(b)  voluntary engagement by Executive in conduct constituting larceny, embezzlement, conversion or any other act involving the misappropriation of any funds of any of the Companies or a Company Subsidiary in the course of Executive’s employment; or

(c)  the willful refusal (following written notice) by Executive to carry out specific directions of (A) the Board or (B) the Board of Directors of any Company Subsidiary with which Executive is employed or of which Executive is an officer, which directions are consistent with Executive’s duties to the Company or any Company Subsidiary, as the case may be; or

(d)  violation by Executive of any provision of the Restrictive Covenant or a significant violation of the written material Company policies applicable to Executive; or

(e)  the commission by Executive of any act of gross negligence or intentional misconduct in the performance of Executive’s duties as an employee of the Company or any Company Subsidiary to the extent it causes demonstrable harm to the Company.

For purposes of this definition, no act or failure to act on Executive’s part shall be considered to be Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interest of the Company or a Company Subsidiary.  The decision to terminate Executive’s employment for Cause, to take other action or to take no action in response to

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such occurrence shall be in the sole and exclusive discretion of the Board.  If the Board terminates Executive’s employment for Cause, the Company shall deliver written notice of such termination to Executive within three months after the initial occurrence of the event constituting Cause, setting forth in reasonable detail the conduct of Executive that constitutes Cause, and such termination shall be effective immediately upon service of such written notice.  Notwithstanding the foregoing, the Company shall be entitled to terminate Executive for Cause pursuant to clause (c) only if each of the following conditions is satisfied:  (i) any determination to terminate Executive must be made upon the affirmative vote of two-thirds of the non-management directors of the Company; (ii) the Company must provide to Executive at least ten (10) days prior written notice of the termination date determined by such directors, which notice must contain a reasonably specific explanation of the reasons for termination determined by such directors, and (iii) Executive shall have the opportunity during such notice period to cure the deficiencies or failures cited as the basis for his termination.

“Change in Control” means the first to occur of the following events:

(i)a Person or group (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Crestview Shareholder or its Permitted Transferee(s), becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Parent’s outstanding securities ordinarily having the right to vote at elections of directors; or

(ii)the consummation of the sale, exchange or other disposition of all or substantially all of the assets, or the liquidation or dissolution of, the Parent followed by the distribution of the proceeds thereof.

“COBRA” has the meaning set forth in Section 8.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the introductory paragraph.

“Company Subsidiary” means any entity directly or indirectly, through one or more intermediaries, controlled by the Company.  For these purposes “control” means the power to exercise a controlling influence over the management or policies of the relevant entity.

“Crestview Shareholder” shall have the meaning assigned to such term in the Shareholders Agreement.

“Effective Date” has the meaning set forth in Section 2.

“Employment Term” has the meaning set forth in Section 2.

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“Exchange Act” has the meaning assigned to such term in the Shareholders Agreement.

“Excise Tax” has the meaning set forth in Section 9.

“Executive” has the meaning set forth in the introductory paragraph.

“Good Reason” means (a) any material breach by the Company of any material provision of this Agreement (including failure by the Company or Parent to effect the terms and conditions contemplated in Schedule A or Schedule B upon consummation of the Merger); (b) a reduction in Executive’s base salary or target bonus opportunity (as set forth in Section 6(a), (b) and (c), respectively); (c) a material diminution in Executive’s title or level of responsibility, or change in office or reporting relationship, in each case from the standard described in Section 3 of this Agreement; or (d) a transfer of Executive’s primary workplace by more than thirty-five (35) miles from Executive’s place of employment on the Effective Date; (e) the failure of Executive to receive as soon as reasonably practicable after the Effective Date the grant of options to purchase shares of Parent common stock on the terms and conditions as described in Section 7(b) and Schedule A; (f) Executive fails to be elected or ceases be a member and Chairman of the Board of the Company or the Parent for any reason other than resignation or removal by the Board for Cause; (g) Executive’s resignation for any reason within the 120-day period beginning on the effective date of a Change in Control; provided however, that any isolated, insubstantial or inadvertent change, condition, failure or breach described under clause (a), (b) or (c) above which is not taken in bad faith and is remedied by the Company promptly after the Company’s actual receipt of Good Reason Notice (defined below) from Executive shall not constitute Good Reason. A termination of employment by Executive for Good Reason shall be effectuated by Executive giving the Company written notice (“Good Reason Notice”), within three (3) months after the initial occurrence of the event constituting Good Reason, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason. A termination of employment by Executive for Good Reason shall be effective on the fifth business day following the Company’s receipt of the Good Reason Notice, absent remediation by the Company (as described above).

“Gross-Up Payment” has the meaning set forth in Section 9.

 “Merger” means the consummation of the transactions contemplated by the Merger Agreement.

“Merger Agreement” has the meaning set forth in the recitals.

“Parent” has the meaning set forth in the recitals.

“Payment” has the meaning set forth in Section 9.

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“Permitted Transferee” has the meaning assigned to such term in the Shareholders Agreement.

“Person” has the meaning assigned to such term in the Shareholders Agreement.

“Prior Agreement” means the Amended and Restated Executive Employment Agreement dated as of May 16, 2002.

“Restrictive Covenant” has the meaning set forth in Section 11.

“Shareholders Agreement” means the Shareholders Agreement of the Company dated as of [August 15], 2007 entered into by and among the Company, the Crestview Shareholder, The Northwestern Mutual Life Insurance Company, certain management stockholders of the Company, and certain other parties listed on the signature pages thereof, as the same may be from time to time amended, supplemented or modified.  The Shareholders Agreement to be executed and delivered by the Parent shall include terms and conditions set forth on Schedule B.

“Tax Firm” has the meaning set forth in Section 9.

“Tax Opinion” has the meaning set forth in Section 9.

“Underpayment” has the meaning set forth in Section 9.

19.Legal Fees.  The Company shall reimburse Executive for all reasonable legal and expenses incurred by him in connection with the negotiation and execution of this Agreement in an amount not to exceed $50,000.

20.Section 409A.  In the event that any payments in respect of the execution of this Agreement and the supercission of the Prior Agreement, or the contribution by Executive of equity or equity rights into Parent as described in Section 7A hereof would be subject to excise tax under Section 409A of the Code, Executive shall be entitled to additional payments in respect of such excise tax, generally determined as provided in Section 9, with the Company and Executive each having comparable rights and duties to those provided in Section 9.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SYMBION, INC.
By:	/s/ Clifford G. Adlerz
Name:
Title:
EXECUTIVE:
/s/ Richard E. Francis, Jr.
Richard E. Francis, Jr.
Address:
537 Jackson Boulevard
Nashville, Tennessee 37025

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Schedule A

Terms and Conditions of Stock Options/Purchased Equity

Number of Shares:	•	892,497
Exercise Price:	•	$10.00, which such amount shall be at the fair value of the equity purchased by the Crestview Shareholder.
Vesting:	•	A portion of option grant 5% portion of 11.25% to vest in 20% increments beginning on 12/31/07
	•	5% portion of 11.25% to vest 50% on 12.5% IRR and 50% on 17.5% IRR
	•	1.25% portion of 11.25% to be vested on the Crestview Shareholder realizing either 2x return on invested capital or 20% IRR
	•	Accelerate in the event any persons or entity unrelated to the Crestview Shareholder holds, other than pursuant to registered public offering, Parent stock representing at least 50% of the combined voting power of all outstanding Parent equity securities
Term:	•	10 years
Termination of Employment:(1)
•    Without Cause/Good Reason:	•	No repurchase right
•    For Cause:	•	All options terminate
	•	Shares acquired on option exercise/initial purchased equity subject to call at lower of FMV or price paid(2)

•    Death, Disability or Voluntary Quit: • Shares acquired on exercise/initial purchased equity subject to call at FMV

(1)Contained in Shareholder Agreement (which shall provide that in the event any holder exercises their right to demand a 1933 Act registration, Management Shareholder shall have customary “piggyback” rights, subject to any underwriter-required lock up).

(2)Shareholder Agreement to provide that Board determines FMV, with any objecting shareholder having the right to demand binding arbitration.

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Schedule B

PROJECT SYMBOL

SUMMARY OF TERMS AND CONDITIONS

OF COMMON STOCK

It is expected that Messrs. Francis and Adlerz will enter into a shareholders agreement at Closing with the other shareholders of the Parent containing customary terms and conditions for private equity transactions of this nature, including, but not limited to, the following:

Board of Directors	Each of Messrs. Francis and Adlerz will be on the Board of Directors of the Company and the Parent (the “Board”) for so long as that individual remains the CEO or COO and President, respectively, of the Company. Board number shall not exceed 7 and Mr. Francis will be consulted on board composition. Mr. Francis will be the Chairman of the Board of the Company and Parent for so long as he remains the CEO of the Company.
Tag Along Rights	Subject to the Rights of First Refusal, if any party to the Shareholders Agreement sells more than a de minimis amount of equity to an unaffiliated 3rd party in a private sale prior to an initial public offering (an “IPO”), Messrs. Francis and Adlerz will have the right to sell a pro rata number of shares on the same terms and conditions.
Right of First Refusal	Subject to Crestview’s Drag-Along Rights, if any party to the Shareholders Agreement elects to sells any equity of the Parent to an unaffiliated 3rd party, the other parties to the Shareholders Agreement will have the right to sell purchase shares on the same terms and conditions.
Drag Along Rights	If Crestview sells all or substantially all of the equity of the Parent to an unaffiliated 3rd party, then Crestview will have the right to require the other parties to the Shareholders Agreement to sell their equity pro rata on the same terms and conditions (but without prejudice to any matters to which Messrs. Francis and Adlerz may be reasonably asked to agree in their capacity as officers of the Company).

Preemptive Rights	Messrs. Francis and Adlerz will have the right, prior to an IPO, to purchase his pro rata share of all future equity issued by the Parent, subject to certain exceptions (i.e., for employees, acquisition consideration, etc.)
Underwriter Lock-Ups	Messrs. Francis and Adlerz will both be obligated to enter into customary underwriter lock-ups in connection with an IPO and any other public offerings of equity securities of the Parent.
Repurchase Rights	See Schedule A to Form of Employment Agreement.
Piggyback Registration Rights	Messrs. Francis and Adlerz will each have customary piggyback registration rights on all offerings (other than the IPO), subject to pro rata cut-back among all shareholders, but only if the investment bank underwriting the offering determines that such person’s participation therein would not reasonably be expected to have an adverse effect on that offering.

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EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and executed to be effective as of the consummation of the Merger, by and between Symbion, Inc. (the “Company”), and Clifford G. Adlerz, an individual and resident of Franklin, Tennessee (“Executive”).  Defined terms used herein have the meaning attributed thereto in the text hereof or if not so defined, as set forth in Section 18.

RECITALS:

WHEREAS, the Company, Symbol Acquisition, L.L.C., a Delaware limited liability company, and Symbol Merger Sub, Inc., a Delaware corporation entered into an Agreement and Plan of Merger, dated as of April 24, 2007, (the “Merger Agreement”) upon the consummation of which Symbol Merger Sub, Inc. will be merged with and into the Company, with the Company as the surviving corporation;

WHEREAS, prior to but in connection with the Merger, Symbol Acquisition, L.L.C. will be converted into Symbion Holdings Corporation (the “Parent”), which will become the parent holding company of the Company by virtue of the Merger; and

WHEREAS, the Company and Executive desire to memorialize in this Agreement the terms of Executive’s employment with the Company effective as of the consummation of such Merger, with the understanding that this Agreement shall supersede any and all prior agreements relating to Executive’s employment with the Company or any Company Subsidiary in all respects;

NOW, THEREFORE, in consideration of the mutual undertakings of the parties set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive hereby agree as follows:

1.Employment.  The Company hereby employs Executive, and Executive hereby accepts employment with the Company, on the terms and conditions hereinafter set forth.

2.Term.  The initial term of this Agreement shall commence and shall be effective as of the consummation of the Merger, (the “Effective Date”) and shall extend from that date for a period of three (3) years, unless earlier terminated as provided in Section 8 of this Agreement.  At the beginning of each month after the Effective Date in which Executive is employed by the Company, the term of this Agreement shall automatically be extended for an additional

month so that the Employment Term on such date is a period of three (3) years (the initial term and any such extensions, the “Employment Term”).

3.Nature of Duties and Responsibilities.  (a) During the Employment Term, Executive shall be employed by the Company as its President and Chief Operating Officer and shall have such duties, powers and authority as generally inure to those offices.  Executive shall have the full authority and responsibility for managing the day to day business and operation of the Company.  Executive shall report to the Company’s Chief Executive Officer, and shall not be subordinate to any officer or employee of the Company other than its Chief Executive Officer.

(b)The Company shall use its best efforts to cause Executive to be elected to the Board of the Company and the Parent, such membership to continue for so long as Executive holds the offices set forth in Section 3(a).

4.Extent of Services.  (a) Executive shall devote his full time, attention, skills and energies during the Employment Term to the business of the Company.  During the Employment Term, Executive shall not be engaged in any other business activity that conflicts with or detracts from his duty to the Company or with the business of the Company, whether or not such business activity is pursued for gain, profit or other pecuniary advantage.  Notwithstanding the foregoing, Executive may, at his option, devote reasonable time and attention to personal investments and to civic, charitable or social organizations as he deems appropriate.  With the Board’s prior written consent, Executive may devote a reasonable amount of his time to serve on the board of directors of one or more public or private corporations, provided that such service will not interfere with the performance of Executive’s duties hereunder and, provided further, that the business activities of any such corporation are not competitive with those of the Company.

(b)For the avoidance of doubt, neither the existence nor terms of this Agreement shall be deemed to preclude Executive from performing such duties to the Company as may be required for the Company to satisfy its obligations under the Merger Agreement.

5.Location.  The permanent place of employment of Executive shall be the corporate headquarters of the Company located in Nashville, Tennessee.  Executive shall not be required to relocate his place of employment more than 35 miles from such location at any time during the Employment Term without his prior consent, which consent may be withheld by Executive for any reason he deems appropriate.  Executive may be required to conduct reasonable travel in the course of the performance of his duties on behalf of the Company.

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6.Compensation.

(a)For all services rendered by Executive under this Agreement, the Company shall compensate Executive at Executive’s current annual base rate as in effect on the date hereof; provided, however, that effective January 1, 2008, Executive’s annual base rate shall be increased to $375,000.

(b)The annual rate of compensation provided in Section 6(a) may be adjusted upward effective on January 1 for each year beginning after January 1, 2008 during the Employment Term by an amount determined by the Compensation Committee of Parent’s Board of Directors (the “Board”) in its sole discretion.  Executive is not entitled to any guaranteed annual increase in his rate of compensation.

(c)During the Employment Term, Executive shall be eligible to receive a bonus payment each year that is equal to a percentage of the amount of compensation that is in effect under Section 6(a).  The percentage shall be determined by reference to the level of achievement by Executive of the annual performance goals that are established by the compensation committee of the Board so that the target bonus opportunity is 100% of the amount specified in Section 6(a) if Executive achieves at least 100% of the performance goals.  The percentage shall be reduced to correspond to achievement that is less than 100%, provided that no bonus shall be payable under this provision if achievement is at a level of less than 80% of the performance goals.  The Executive shall be eligible for additional bonus payments upon achievement of such other performance targets that are specified by the compensation committee of the Board.

(d)The Company shall be entitled to withhold such amounts on account of employment and payroll taxes and similar matters required by applicable law, rule or regulation of any appropriate governmental authority.

(e)The Company shall continue to pay Executive his compensation during any period of physical or mental incapacity or disability, but shall not be obligated to pay Executive any compensation for any continuous period of physical or mental incapacity or disability after Executive is determined to be disabled by the Board, as provided in Section 8(g).

(f)During the Employment Term, the Company shall pay the reasonable expenses incurred by Executive (based on business development objectives and within limits that may be established by the Board) in the performance of his duties under this Agreement (or shall reimburse Executive on account of such expenses paid directly by Executive) in accordance with the Company’s policies and procedures promptly upon the submission to the Company by Executive of documentation reasonably satisfactory to the Company.

7.Other Benefits.

(a)Executive shall be entitled to and eligible for group health, life and disability insurance coverage, vacation, and any other fringe benefits that

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may from time to time be available to other salaried employees of the Company. Executive may participate in any other pension, profit sharing or other employee benefit plan of the Company or in which the Company participates.  Any and all such benefits provided in this Section 7(a) shall terminate on the expiration or earlier termination of this Agreement, except as otherwise required by law or as otherwise provided herein.

(b)(i)The Company shall recommend to the Board that, and shall use its best efforts to cause, the grant to Executive at the Effective Date, of non-qualified options to purchase Parent common stock under a Parent plan, with customary terms and conditions, the material terms of which such grant are set forth on Schedule A hereto.

(ii)All shares of common stock of the Parent and all awards convertible or exercisable into such shares, whether acquired pursuant to Section 7(b)(i) or otherwise, shall be subject to the terms and conditions set forth in the Shareholders Agreement.

7.A.Purchased Equity.   Executive shall invest at the Effective Time $2,750,000 in Parent in connection with the Merger.

8.Termination.

(a)Termination for Cause.  Prior to the end of the Employment Term, the Company may terminate this Agreement for Cause, without any further liability hereunder to Executive; provided that the Company shall pay all accrued but unpaid compensation earned to the date of termination.

(b)Termination Without Cause.  Prior to the end of the Employment Term, the Company may terminate this Agreement other than as provided in Section 8(a), upon thirty (30) days prior written notice to Executive.  In such event, the Company shall pay to Executive the amounts required under Section 8(h).

(c)Death of Executive.  In the event Executive’s death occurs during the Employment Term, the Company shall pay to the estate of Executive all accrued but unpaid compensation earned to the date of death.  This Agreement otherwise shall terminate in all respects upon Executive’s death.

(d)Voluntary Resignation.  Executive may, upon thirty (30) days prior written notice to the Company, voluntarily resign and thereby terminate this Agreement at any time prior to the expiration of the Employment Term.  In such event, the Company shall pay to Executive all accrued but unpaid compensation earned to the effective date of resignation.  Executive shall not be entitled to any benefits under this Agreement after the effective date of resignation.

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(e)Good Reason.  Executive may resign and thereby terminate this Agreement for Good Reason upon prior written notice from Executive (as provided in the definition of Good Reason).  In such event, the Company shall pay to Executive the amounts required under Section 8(h).

(f)[RESERVED]

(g)Disability.  In the event that Executive is unable to perform his services under this Agreement for a continuous period of one hundred eighty (180) days during the term of this Agreement and Executive is determined to be disabled under the Company’s long-term disability plan, the Company may terminate Executive’s employment and the Board may remove Executive from his position on the Board without further liability to Executive, except as specified in Section 8(h).

(h)Severance Benefits.  Except for a termination of employment as provided in Sections 8(a), (c), (d) or (g), if (i) the Company terminates the employment of Executive without Cause or (ii) Executive elects to resign and terminate this Agreement for Good Reason, then, in addition to all accrued but unpaid compensation earned to the effective date of such termination, subject to Executive’s and the Company’s execution and delivery of mutual releases of claims reasonably satisfactory to the Company and Executive, the Company shall pay to Executive a severance benefit in an amount equal to (1) three times the Executive’s rate of annual base compensation determined by reference to the highest base salary rate in effect at any time during the 12-month period prior to the effective date of such termination; (2) three times an amount equal to the 100% target bonus opportunity provided under Section 6 (c) in respect of the year in which such termination occurs, as if the performance goals set by the Board had been fully achieved without regard to actual achievement; and (3) continuation of benefits at no cost under the benefit programs specified in Section 7(a) for the period of time that he is eligible for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).  Upon a termination of employment due to Executive’s disability pursuant to Section 8(g), Company shall pay Executive 75% of the base salary then in effect as set forth in Section 6(a) (reduced by any Company-provided disability insurance benefits), commencing upon the determination of Employee’s disability by the Board and continuing until the first to occur of (i) 36 months or (ii) the death of Executive, and Executive shall receive benefits at no cost under the benefit programs specified in Section 7(a) for the period of time that he is eligible for continuation coverage under COBRA.  Nothing in this Section 8(h) is intended to affect any vesting provisions applicable to any stock option or stock award of Executive in effect as of the date his employment is terminated.

9.Gross-Up Payment.

(a)Gross Up Payment.  Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or

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distribution by or on behalf of the Company to or for the benefit of Executive as a result of a change in control of the Company (within the meaning of section 280G of the Code (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9 (a “Payment”)) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(i)Tax Opinion.  Subject to the provisions of Sections 9(a) and (b), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Executive (subject to the reasonable consent of the Company) (the “Tax Firm”) provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Executive unless it delivers to Executive a written opinion (the “Tax Opinion”) that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Executive’s applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on Executive.  All fees and expenses of the Tax Firm shall be borne solely by the Company.  Within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Executive or the Company, the Tax Firm shall make all determinations required under this Section 9, shall provide to the Company and Executive a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to Executive.  Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to Executive within fifteen days of the receipt of the Tax Firm’s determination.  Subject to the remainder of this Section 9, any determination by the Tax Firm shall be binding upon the Company and Executive; provided, however, that Executive shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder.  In the event that

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it is ultimately determined in accordance with the procedures set forth in Section 9(c)(ii) that Executive is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit, of Executive.  In determining the reasonableness of Tax Firm’s determinations hereunder, and the effect thereof, Executive shall be provided a reasonable opportunity to review such determinations with Tax Firm and Executive’s tax counsel.  Tax Firm’s determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Executive’s reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

(b)Notice of IRS Claim.  Executive shall notify the Company in writing of any claims by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment.  Such notification shall be given as soon as practicable but no later than 30 calendar days after Executive actually receives notice in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid; provided, however, that the failure of Executive to notify the Company of such claim (or to provide any required information with respect thereto) shall not affect any rights granted to Executive under this Section 9(c) except to the extent that the Company is materially prejudiced in the defense of such claim as a direct result of such failure.  Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due).  If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall do all of the following:

(i)give the Company any information reasonably requested by the Company relating to such claim;

(ii)take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company and reasonably acceptable to Executive;

(iii)cooperate with the Company in good faith in order effectively to contest such claim;

(iv)if the Company elects not to assume and control the defense of such claim, permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with

7

respect thereto) imposed as a result of such representation and payment of costs and expenses.  Without limiting the foregoing provisions of this Section 9, the Company shall have the right, at its sole option, to assume the defense of and control all proceedings in connection with such contest, in which case it may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount.  Furthermore, the Company’s right to assume the defense of and control the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(c)Right to Tax Refund.  If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 9 Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 9(b)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto).  If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 9(b), a determination is made that Executive is not entitled to a refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall, to the extent of such denial, be forgiven and shall not be required to be repaid and the amount of forgiven advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

10.Time for Payment; Interest.  The severance payment described in Section 8 shall be paid to Executive in a single lump sum within 15 days following the date of termination, provided that the Gross-Up Payment described in Section 9 shall be payable in accordance with the procedures described therein.  The Company’s obligation to pay to Executive any amounts under this Agreement will bear interest at the prime rate as quoted in The Wall Street Journal plus 2%, and all accrued and unpaid interest will bear interest at the same rate, all of which interest will be compounded annually.

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11.Restrictive Covenant.  Executive hereby covenants and agrees that during the Employment Term and for a period of one (1) year thereafter, Executive shall not, directly or indirectly: (a) own, manage, operate, control, be employed by, consult with, participate in or be connected in any manner with, the operation, ownership, management or control of any enterprise predominantly engaged in the management of physician practices or the ownership and management of outpatient surgery centers (other than the Company or its affiliates); (b) be employed by or consult with any organization in which Executive is primarily engaged in maintaining the operation, ownership, management or control of a business unit that is predominantly engaged in the management of physician practices or the ownership and management of outpatient surgery centers that is competitive with the Company; or (c) induce any employee of the Company to leave the employ of the Company or solicit the business of any client or customer of the Company (other than on behalf of the Company).  Notwithstanding the foregoing, Executive may own, directly or indirectly, solely as an investment, securities of any publicly-traded corporation or other business entity, provided that Executive does not own, directly or indirectly, more than one percent (1%) of any class of voting securities of any such corporation or other business entity.  The foregoing covenants and agreements of Executive are referred to herein as the “Restrictive Covenant.”

(a)Executive has carefully read and considered the provisions of the Restrictive Covenant and, having done so, agrees that the restrictions set forth in this Section 11, including without limitation the time period of restriction and the geographic areas of restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business interests of the Company.

(b)Executive acknowledges that the Company’s business is and will be built upon the confidence of those with whom it conducts business and that Executive will gain acquaintances and develop relationships by using the good will of the Company.  Executive also acknowledges that the Company’s business is and will be built upon the success of the Company in research, development and marketing, and through the development of certain business methods and trade secrets, and that Executive’s position will give him confidential knowledge of all aspects of the Company’s business and internal operations.  In addition, Executive acknowledges that the Company’s dealings through Executive will give Executive confidential knowledge that should not be divulged or used for his own benefit.  Executive recognizes and agrees that his violation of any provision of the Restrictive Covenant will cause irreparable harm to the Company.

(c)In the event that, notwithstanding the foregoing, any of the provisions of this Section 11 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable

9

portions or parts had not been included herein.  In the event that any provision of this Section 11 relating to the time period and/or the areas of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or areas of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.

12.Remedies.  Executive agrees that in the event of any conduct by Executive violating any provision of Section 11, the Company shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either at law or in equity, to obtain damages for such conduct, to enforce specific performance of such provision, to enjoin Executive from such conduct, to obtain an accounting and repayment of all profits, compensation, commissions, remuneration or other benefits that Executive directly or indirectly has realized and/or may realize as a result of, growing out of, or in connection with any such violation, or to obtain any other relief, or any combination of the foregoing, that the Company may elect to pursue.

13.Waiver of Breach.  The waiver by either party of a breach of any provisions of this Agreement by either party shall not operate or be construed as a waiver of any subsequent breach by either party.

14.Successors.  This Agreement shall be binding upon and accrue to the benefit of any successors and assigns of the Company.  This Agreement is not assignable by Executive or by the Company, except upon the agreement of both parties.

15.Construction.  This Agreement shall be construed under and enforced in accordance with the laws of the State of Tennessee.

16.Entire Agreement; Termination.  (a) This Agreement is the entire agreement of the parties and supersedes all prior agreements and understandings, written or oral, including, without limitation, the Prior Agreement.  This Agreement shall not be amended or modified except in writing executed by both parties; provided, however, that prior to the Effective Date no such amendment or modification, or termination other than pursuant to Section 16(b), shall be effective without the prior written consent of the Crestview Shareholder.

(b)In the event the Merger is not consummated prior to the date set forth in Section 7.1 of the Merger Agreement, or the Merger Agreement is otherwise terminated by the parties thereto pursuant to the terms thereof, this Agreement shall immediately terminate and be of no force or effect, and the Prior Agreement shall be in full force and effect.

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17.Notice.  For the purposes of this Agreement, notices shall be deemed given when mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed in the case of the Company to its principal executive office; or in the case of Executive to the address shown on the signature page of this Agreement.  Either party may change such address by giving the other party notice of such change in the aforesaid manner, except that notices of changes of address shall only be effective upon receipt.

18.Defined Terms.

“Agreement” has the meaning set forth in the introductory paragraph hereof.

“Board” has the meaning set forth in Section 6.

“Cause” means:

(a)      the conviction of Executive of (including Executive’s plea of guilty or nolo contendere to) a felony (other than a violation of a motor vehicle or moving violation law) which in the reasonable judgment of the Board materially affects Executive’s ability to perform his duties under this Agreement; or

(b)      voluntary engagement by Executive in conduct constituting larceny, embezzlement, conversion or any other act involving the misappropriation of any funds of any of the Companies or a Company Subsidiary in the course of Executive’s employment; or

(c)      the willful refusal (following written notice) by Executive to carry out specific directions of (A) the Board or (B) the Board of Directors of any Company Subsidiary with which Executive is employed or of which Executive is an officer, which directions are consistent with Executive’s duties to the Company or any Company Subsidiary, as the case may be; or

(d)      violation by Executive of any provision of the Restrictive Covenant or a significant violation of the written material Company policies applicable to Executive; or

(e)      the commission by Executive of any act of gross negligence or intentional misconduct in the performance of Executive’s duties as an employee of the Company or any Company Subsidiary to the extent it causes demonstrable harm to the Company.

For purposes of this definition, no act or failure to act on Executive’s part shall be considered to be Cause if done, or omitted to be done, by Executive in good faith and with the reasonable belief that the action or omission was in the best interest of the Company or a Company Subsidiary.  The decision to terminate Executive’s employment for Cause, to take other action or to take no action in response to

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such occurrence shall be in the sole and exclusive discretion of the Board.  If the Board terminates Executive’s employment for Cause, the Company shall deliver written notice of such termination to Executive within three months after the initial occurrence of the event constituting Cause, setting forth in reasonable detail the conduct of Executive that constitutes Cause, and such termination shall be effective immediately upon service of such written notice.  Notwithstanding the foregoing, the Company shall be entitled to terminate Executive for Cause pursuant to clause (c) only if each of the following conditions is satisfied:  (i) any determination to terminate Executive must be made upon the affirmative vote of two-thirds of the non-management directors of the Company; (ii) the Company must provide to Executive at least ten (10) days prior written notice of the termination date determined by such directors, which notice must contain a reasonably specific explanation of the reasons for termination determined by such directors, and (iii) Executive shall have the opportunity during such notice period to cure the deficiencies or failures cited as the basis for his termination.

“Change in Control” means the first to occur of the following events:

(i)a Person or group (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Crestview Shareholder or its Permitted Transferee(s), becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Parent’s outstanding securities ordinarily having the right to vote at elections of directors; or

(ii)the consummation of the sale, exchange or other disposition of all or substantially all of the assets, or the liquidation or dissolution of, the Parent followed by the distribution of the proceeds thereof.

“COBRA” has the meaning set forth in Section 8.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the introductory paragraph.

“Company Subsidiary” means any entity directly or indirectly, through one or more intermediaries, controlled by the Company.  For these purposes “control” means the power to exercise a controlling influence over the management or policies of the relevant entity.

“Crestview Shareholder” shall have the meaning assigned to such term in the Shareholders Agreement.

“Effective Date” has the meaning set forth in Section 2.

“Employment Term” has the meaning set forth in Section 2.

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“Exchange Act” has the meaning assigned to such term in the Shareholders Agreement.

“Excise Tax” has the meaning set forth in Section 9.

“Executive” has the meaning set forth in the introductory paragraph.

“Good Reason” means (a) any material breach by the Company of any material provision of this Agreement (including failure by the Company or Parent to effect the terms and conditions contemplated in Schedule A or Schedule B upon consummation of the Merger); (b) a reduction in Executive’s base salary or target bonus opportunity (as set forth in Section 6(a), (b) and (c), respectively); (c) a material diminution in Executive’s title or level of responsibility, or change in office or reporting relationship, in each case from the standard described in Section 3 of this Agreement; or (d) a transfer of Executive’s primary workplace by more than thirty-five (35) miles from Executive’s place of employment on the Effective Date; (e) the failure of Executive to receive as soon as reasonably practicable after the Effective Date the grant of options to purchase shares of Parent common stock on the terms and conditions as described in Section 7(b) and Schedule A; (f) Executive fails to be elected or ceases be a member of the Board of the Company or the Parent for any reason other than resignation or removal by the Board for Cause; (g) Executive’s resignation for any reason within the 120-day period beginning on the effective date of a Change in Control; provided however, that any isolated, insubstantial or inadvertent change, condition, failure or breach described under clause (a), (b) or (c) above which is not taken in bad faith and is remedied by the Company promptly after the Company’s actual receipt of Good Reason Notice (defined below) from Executive shall not constitute Good Reason. A termination of employment by Executive for Good Reason shall be effectuated by Executive giving the Company written notice (“Good Reason Notice”), within three (3) months after the initial occurrence of the event constituting Good Reason, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason. A termination of employment by Executive for Good Reason shall be effective on the fifth business day following the Company’s receipt of the Good Reason Notice, absent remediation by the Company (as described above).

“Gross-Up Payment” has the meaning set forth in Section 9.

 “Merger” means the consummation of the transactions contemplated by the Merger Agreement.

“Merger Agreement” has the meaning set forth in the recitals.

“Parent” has the meaning set forth in the recitals.

“Payment” has the meaning set forth in Section 9.

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“Permitted Transferee” has the meaning assigned to such term in the Shareholders Agreement.

“Person” has the meaning assigned to such term in the Shareholders Agreement.

“Prior Agreement” means the Amended and Restated Executive Employment Agreement dated as of May 16, 2002.

“Restrictive Covenant” has the meaning set forth in Section 11.

“Shareholders Agreement” means the Shareholders Agreement of the Company dated as of [August 15], 2007 entered into by and among the Company, the Crestview Shareholder, The Northwestern Mutual Life Insurance Company, certain management stockholders of the Company, and certain other parties listed on the signature pages thereof, as the same may be from time to time amended, supplemented or modified.  The Shareholders Agreement to be executed and delivered by the Parent shall include terms and conditions set forth on Schedule B.

“Tax Firm” has the meaning set forth in Section 9.

“Tax Opinion” has the meaning set forth in Section 9.

“Underpayment” has the meaning set forth in Section 9.

19.Legal Fees.  The Company shall reimburse Executive for all reasonable legal and expenses incurred by him in connection with the negotiation and execution of this Agreement in an amount not to exceed $50,000.

20.Section 409A.  In the event that any payments in respect of the execution of this Agreement and the supercission of the Prior Agreement, or the contribution by Executive of equity or equity rights into Parent as described in Section 7A hereof would be subject to excise tax under Section 409A of the Code, Executive shall be entitled to additional payments in respect of such excise tax, generally determined as provided in Section 9, with the Company and Executive each having comparable rights and duties to those provided in Section 9.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SYMBION, INC.
By:	/s/ Richard E. Francis, Jr.
Name:   Richard E. Francis, Jr.
Title: Chief Executive Officer
EXECUTIVE:
/s/ Clifford G. Adlerz
Clifford G. Adlerz
Address:
320 Sandcastle Road
Franklin, Tennessee 37069

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Schedule A

Terms and Conditions of Stock Options/Purchased Equity

Number of Shares:	•	605,630
Exercise Price:	•	$10.00, which such amount shall be at the fair value of the equity purchased by the Crestview Shareholder.
Vesting:	•	A portion of option grant 5% portion of 11.25% to vest in 20% increments beginning on 12/31/07
	•	5% portion of 11.25% to vest 50% on 12.5% IRR and 50% on 17.5% IRR
	•	1.25% portion of 11.25% to be vested on the Crestview Shareholder realizing either 2x return on invested capital or 20% IRR
	•	Accelerate in the event any persons or entity unrelated to the Crestview Shareholder holds, other than pursuant to registered public offering, Parent stock representing at least 50% of the combined voting power of all outstanding Parent equity securities
Term:	•	10 years
Termination of Employment:(1)
•   Without Cause/Good Reason:	•	No repurchase right
•   For Cause:	•	All options terminate
	•	Shares acquired on option exercise/initial purchased equity subject to call at lower of FMV or price paid(2)

•   Death, Disability or Voluntary Quit: • Shares acquired on exercise/initial purchased equity subject to call at FMV

(1)Contained in Shareholder Agreement (which shall provide that in the event any holder exercises their right to demand a 1933 Act registration, Management Shareholder shall have customary “piggyback” rights, subject to any underwriter-required lock up).

(2)Shareholder Agreement to provide that Board determines FMV, with any objecting shareholder having the right to demand binding arbitration.

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Schedule B

PROJECT SYMBOL

SUMMARY OF TERMS AND CONDITIONS

OF COMMON STOCK

It is expected that Messrs. Francis and Adlerz will enter into a shareholders agreement at Closing with the other shareholders of the Parent containing customary terms and conditions for private equity transactions of this nature, including, but not limited to, the following:

Board of Directors	Each of Messrs. Francis and Adlerz will be on the Board of Directors of the Company and the Parent (the “Board”) for so long as that individual remains the CEO or COO and President, respectively, of the Company. Board number shall not exceed 7 and Mr. Francis will be consulted on board composition. Mr. Francis will be the Chairman of the Board of the Company and Parent for so long as he remains the CEO of the Company.
Tag Along Rights	Subject to the Rights of First Refusal, if any party to the Shareholders Agreement sells more than a de minimis amount of equity to an unaffiliated 3rd party in a private sale prior to an initial public offering (an “IPO”), Messrs. Francis and Adlerz will have the right to sell a pro rata number of shares on the same terms and conditions.
Right of First Refusal	Subject to Crestview’s Drag-Along Rights, if any party to the Shareholders Agreement elects to sells any equity of the Parent to an unaffiliated 3rd party, the other parties to the Shareholders Agreement will have the right to sell purchase shares on the same terms and conditions.
Drag Along Rights	If Crestview sells all or substantially all of the equity of the Parent to an unaffiliated 3rd party, then Crestview will have the right to require the other parties to the Shareholders Agreement to sell their equity pro rata on the same terms and conditions (but without prejudice to any matters to which Messrs. Francis and Adlerz may be reasonably asked to agree in their capacity as officers of the Company).

Preemptive Rights	Messrs. Francis and Adlerz will have the right, prior to an IPO, to purchase his pro rata share of all future equity issued by the Parent, subject to certain exceptions (i.e., for employees, acquisition consideration, etc.)
Underwriter Lock-Ups	Messrs. Francis and Adlerz will both be obligated to enter into customary underwriter lock-ups in connection with an IPO and any other public offerings of equity securities of the Parent.
Repurchase Rights	See Schedule A to Form of Employment Agreement.
Piggyback Registration Rights	Messrs. Francis and Adlerz will each have customary piggyback registration rights on all offerings (other than the IPO), subject to pro rata cut-back among all shareholders, but only if the investment bank underwriting the offering determines that such person’s participation therein would not reasonably be expected to have an adverse effect on that offering.

2

EX-10.3

Exhibit 10.3

CREDIT AGREEMENT

dated as of

August 23, 2007

among

SYMBOL HOLDINGS CORPORATION,

as Holdings

SYMBOL MERGER SUB, INC. (to be merged with and into

SYMBION, INC.),

as the Borrower

The Lenders Party Hereto from Time to Time

MERRILL LYNCH CAPITAL CORPORATION,

as Administrative Agent and Collateral Agent

BANK OF AMERICA, N.A.,

as Syndication Agent

and

THE ROYAL BANK OF SCOTLAND PLC,

FIFTH THIRD BANK

as Co-Documentation Agents

MERRILL LYNCH & CO.,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED AND

BANC OF AMERICA SECURITIES LLC,

as Joint Lead Arrangers and Joint Lead Bookrunners

Cahill Gordon & Reindel LLP

80 Pine Street

New York, NY 10005

TABLE OF CONTENTS

		Page
	ARTICLE I
	Definitions
SECTION 1.01.	Defined Terms	2
SECTION 1.02.	Classification of Loans and Borrowings	32
SECTION 1.03.	Terms Generally	32
SECTION 1.04.	Accounting Terms; GAAP	32
SECTION 1.05.	Pro Forma Calculations	33
	ARTICLE II
	The Credits
SECTION 2.01.	Commitments	33
SECTION 2.02.	Loans and Borrowings	33
SECTION 2.03.	Requests for Borrowings	34
SECTION 2.04.	Swingline Loans	35
SECTION 2.05.	Letters of Credit	36
SECTION 2.06.	Funding of Borrowings	39
SECTION 2.07.	Interest Elections	40
SECTION 2.08.	Termination and Reduction of Commitments	41
SECTION 2.09.	Repayment of Loans; Evidence of Debt	41
SECTION 2.10.	Amortization of Term Loans	42
SECTION 2.11.	Prepayment of Loans	44
SECTION 2.12.	Fees	46
SECTION 2.13.	Interest	47
SECTION 2.14.	Alternate Rate of Interest	48
SECTION 2.15.	Increased Costs	48
SECTION 2.16.	Break Funding Payments	49
SECTION 2.17.	Taxes	50
SECTION 2.18.	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	51
SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	53
SECTION 2.20.	Incremental Extensions of Credit	53
	ARTICLE III
	Representations and Warranties
SECTION 3.01.	Organization; Power	54
SECTION 3.02.	Authorization; Enforceability	55
SECTION 3.03.	Governmental Approvals; No Conflicts	55
SECTION 3.04.	Financial Condition; No Material Adverse Change	55
SECTION 3.05.	Properties	56
SECTION 3.06.	Litigation	56

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		Page
SECTION 3.07.	Compliance with Laws	56
SECTION 3.08.	Investment Company Status	56
SECTION 3.09.	Taxes	56
SECTION 3.10.	ERISA	57
SECTION 3.11.	Disclosure	57
SECTION 3.12.	Subsidiaries	57
SECTION 3.13.	[Reserved]	57
SECTION 3.14.	Labor Matters	57
SECTION 3.15.	Solvency	57
SECTION 3.16.	[Reserved]	58
SECTION 3.17.	Reimbursement from Third Party Payors	58
SECTION 3.18.	Fraud and Abuse; Licenses	58
SECTION 3.19.	Margin Regulations	59
SECTION 3.20.	[Reserved]	59
SECTION 3.21.	Intellectual Property; Licenses, Etc.	59
SECTION 3.22.	Security Documents	59
SECTION 3.23.	Environmental Compliance	60
	ARTICLE IV
	Conditions
SECTION 4.01.	Effective Date	61
SECTION 4.02.	Each Credit Event	62
	ARTICLE V
	Affirmative Covenants
SECTION 5.01.	Financial Statements and Other Information	63
SECTION 5.02.	Notices of Material Events	65
SECTION 5.03.	Information Regarding Collateral	65
SECTION 5.04.	Existence; Conduct of Business	65
SECTION 5.05.	Payment of Obligations	66
SECTION 5.06.	Maintenance of Properties	66
SECTION 5.07.	Insurance	66
SECTION 5.08.	[Reserved]	66
SECTION 5.09.	Books and Records; Inspection and Audit Rights	66
SECTION 5.10.	Compliance with Laws	66
SECTION 5.11.	Use of Proceeds and Letters of Credit	66
SECTION 5.12.	Additional Subsidiaries	67
SECTION 5.13.	Further Assurances	67
SECTION 5.14.	Environmental Matters	67
SECTION 5.15.	Designation of Subsidiaries	68
SECTION 5.16.	Post Closing Matters	69

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		Page
	ARTICLE VI
	Negative Covenants
SECTION 6.01.	Indebtedness; Certain Equity Securities	70
SECTION 6.02.	Liens	73
SECTION 6.03.	Fundamental Changes	74
SECTION 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	75
SECTION 6.05.	Asset Sales	78
SECTION 6.06.	Sale and Leaseback Transactions	80
SECTION 6.07.	Swap Agreements	80
SECTION 6.08.	Restricted Payments	80
SECTION 6.09.	Transactions with Affiliates	82
SECTION 6.10.	Restrictive Agreements	84
SECTION 6.11.	Amendment of Material Documents	86
SECTION 6.12.	Senior Secured Leverage Ratio	86
SECTION 6.13.	Fiscal Year	86
	ARTICLE VII
	Events of Default
SECTION 7.01.	Events of Default	86
SECTION 7.02.	Borrower’s Right to Cure	89
SECTION 7.03.	Exclusion of Immaterial Subsidiaries	89
	ARTICLE VIII
	The Agents
SECTION 8.01.	The Agents	90
	ARTICLE IX
	Miscellaneous
SECTION 9.01.	Notices	92
SECTION 9.02.	Waivers; Amendments	94
SECTION 9.03.	Expenses; Indemnity; Damage Waiver	97
SECTION 9.04.	Successors and Assigns	98
SECTION 9.05.	Survival	101
SECTION 9.06.	Counterparts; Integration; Effectiveness	101
SECTION 9.07.	Severability	101
SECTION 9.08.	Right of Setoff	101
SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	102
SECTION 9.10.	WAIVER OF JURY TRIAL	102
SECTION 9.11.	Headings	103
SECTION 9.12.	Confidentiality	103
SECTION 9.13.	Interest Rate Limitation	103
SECTION 9.14.	USA Patriot Act	103

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SECTION 9.15. Release of Guarantee and Collateral 104

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SCHEDULES:
Schedule 1.01(a)	— Existing Letters of Credit
Schedule 1.01(c)	— Specified Subsidiaries
Schedule 2.01	— Commitments
Schedule 3.03	— No Conflicts
Schedule 3.05	— Real Property
Schedule 3.06	— Litigation
Schedule 3.12	— Subsidiaries
Schedule 5.01	— Website Address
Schedule 6.01	— Existing Indebtedness
Schedule 6.02	— Existing Liens
Schedule 6.04	— Existing Investments
Schedule 6.05	— Sales, Transfers and Dispositions
Schedule 6.08	— Outstanding Warrants
Schedule 6.09	— Existing Transactions with Affiliates
Schedule 6.10	— Existing Restrictions
EXHIBITS:
Exhibit A	— Form of Assignment and Assumption
Exhibit B-1	— Form of Opinion of Davis Polk & Wardwell
Exhibit B-2	— Form of Opinion of Waller Lansden Dortch & Davis, LLP
Exhibit C	— Form of Collateral Agreement
Exhibit D	— Form of Perfection Certificate
Exhibit E	— Form of Borrowing Request
Exhibit F	— Form of Interest Election Request
Exhibit G-1	— Form of Term Loan Note
Exhibit G-2	— Form of Revolving Credit Note

CREDIT AGREEMENT dated as of August 23, 2007, among SYMBOL MERGER SUB, INC. (to be merged with and into SYMBION, INC.), a Delaware corporation (the “Borrower”), SYMBOL HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), the LENDERS party hereto from time to time, MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent and Collateral Agent, MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and BANC OF AMERICA SECURITIES LLC, as joint lead arrangers and joint bookrunners, BANK OF AMERICA, N.A., as Syndication Agent, and THE ROYAL BANK OF SCOTLAND PLC and FIFTH THIRD BANK, as Co-Documentation Agents.

Pursuant to the Agreement and Plan of Merger dated as of April 24, 2007 (the “Merger Agreement”), by and between Merger Sub and the Acquired Business, on the Effective Date, Merger Sub will merge with and into the Acquired Business (the “Merger”), with the Acquired Business surviving the Merger and acceding to all of Merger Sub’s rights and obligations hereunder.

Immediately prior to or substantially concurrently with the consummation of the Merger, (a) the Permitted Investors will contribute cash to Holdings (the “Equity Contributions”) in an aggregate amount that together with the value of the equity of Holdings held by members of management (the “Rollover Equity”) will be equal to at least 25% of the consolidated capitalization of Holdings and its subsidiaries after giving effect to the Transactions, and Holdings will contribute to the Borrower the portion of such cash contributions not used to pay Transaction Costs; (b) the Borrower will cause the repayment of, and terminate all commitments under and all liens in connection with, the Existing Credit Facility (the “Repayment”); and (c) the Borrower will enter into the Bridge Loan Credit Agreement.

The Borrower has requested that the Lenders extend credit in the form of (a) Tranche A Term Loans on the Effective Date in an aggregate principal amount not to exceed $125,000,000, (b) Tranche B Term Loans on the Effective Date in an aggregate principal amount not to exceed $125,000,000 and (c) Revolving Loans, Swingline Loans and Letters of Credit at any time and from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding not to exceed $100,000,000.

The proceeds of the Term Loans and any Revolving Loans borrowed on the Effective Date will be used by the Borrower on the Effective Date, solely (i) first, to pay the Transaction Costs, (ii) second, to pay all principal, interest, fees and other amounts outstanding under the Existing Credit Facility and (iii) third, together with the Equity Contributions, to pay the merger consideration (the “Merger Consideration”) required by the Merger Agreement; provided that no more than $5,000,000 in Revolving Loans may be drawn on the Effective Date.  The proceeds of Revolving Loans borrowed after the Effective Date, Swingline Loans and Letters of Credit will be used by the Borrower for working capital and general corporate purposes (including Permitted Acquisitions).

The Lenders are willing to extend such credit to the Borrower, and the Issuing Bank is willing to issue Letters of Credit for the account of the Borrower, on the terms and subject to the conditions set forth herein.  Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01.Defined Terms.  As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Acquired Business” means Symbion, Inc., a Delaware corporation.  It is understood and agreed that upon and following the consummation of the Merger, the Acquired Business shall be the Borrower hereunder.

“Acquisition Documents” means the Merger Agreement, the other agreements to be entered into in connection with the Merger and all schedules, exhibits and annexes to each of the foregoing.

“Additional Lender” has the meaning set forth in Section 2.20.

“Administrative Agent” means Merrill Lynch Capital Corporation, in its capacity as administrative agent for the Lenders under the Loan Documents.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified.

“Agent Affiliates” has the meaning set forth in Section 8.01.

“Agents” means the Administrative Agent, the Collateral Agent, the Syndication Agent and the Documentation Agents.

“Agreement” means this Credit Agreement, as the same may be renewed, extended, modified, supplemented or amended from time to time.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.  Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Applicable Percentage” means, with respect to any Revolving Lender, the percentage of the aggregate Revolving Commitments represented by such Lender’s Revolving Commitment.  If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments that occur thereafter.

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“Applicable Rate” means, for any day with respect to (a) any ABR Loan or Eurodollar Loan that is a Revolving Loan or (b) the commitment fees payable hereunder in respect of the Revolving Commitments, as applicable, the applicable rate per annum set forth below under the caption “Revolving Loan ABR Spread”, “Revolving Loan Eurodollar Spread” or “Revolving Commitment Fee Rate”, as applicable, in each case, based upon the Leverage Ratio as of the most recent determination date, provided that prior to the date of delivery to the Administrative Agent, pursuant to Section 5.01, of the Borrower’s consolidated financial information for the Borrower’s first full fiscal quarter ending after the Effective Date, the “Applicable Rate” for purposes of clauses (a) and (b) above shall be the applicable rate per annum set forth below in Category 1:

Leverage Ratio	Revolving Loan ABR Spread		Revolving Loan Eurodollar Spread		Revolving Commitment Fee Rate
Category 1 > 3.25:1.00	2.25	%	3.25	%	0.50	%
Category 2 < 3.25:1.00 and > 2.75:1.00	2.00	%	3.00	%	0.50	%
Category 3 < 2.75:1.00	1.75	%	2.75	%	0.50	%

The Applicable Rate for Term Loans shall at all times be 3.25% per annum for Eurodollar Loans and 2.25% per annum for ABR Loans.

For purposes of the foregoing, (x) the Leverage Ratio shall be determined on a Pro Forma Basis as of the end of each fiscal quarter of the Borrower based upon the Borrower’s consolidated financial statements delivered pursuant to Section 5.01(a) or (b) and (y) each change in the Applicable Rate resulting from a change in the Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change, provided that the Applicable Rate shall be the applicable rate per annum set forth above in Category 1 (i) at any time that an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing or (ii) if the Borrower fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 5.01(a) or (b), during the period from the expiration of the time for delivery thereof until such consolidated financial statements are delivered.  The Administrative Agent shall notify the Borrower and the Lenders upon any change in the Applicable Rate in accordance with the proviso in the immediately preceding sentence provided that the failure to give such notice shall not affect the validity of such change in the Applicable Rate.

“Approved Electronic Communications” means each notice, demand, communication, information, document and other material that any Loan Party is obligated to, or otherwise chooses to, provide to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein, including (a) any supplement, joinder or amendment to the Security Documents and any other written contractual obligation delivered or required to be delivered in respect of any Loan Document or the transactions contemplated therein and (b) any financial statement, financial and other report, notice, request, certificate and other information material.

“Approved Electronic Platform” has the meaning set forth in Section 8.01.

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“Approved Fund” has the meaning set forth in Section 9.04(b).

“Arrangers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated and Banc of America Securities LLC.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04) and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Board of Directors” shall mean, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person or any committee thereof duly authorized to act on behalf of such board, (ii) in the case of any limited liability company, the board of managers of such Person, (iii) in the case of any partnership, the board of directors or board of managers of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.

“Borrower” has the meaning set forth in the preamble to this Agreement.

“Borrowing” means (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03, provided that a written Borrowing Request shall be substantially in the form of Exhibit E, or such other form as shall be approved by the Administrative Agent.

“Bridge Loan Credit Agreement” means the Credit Agreement, dated the Effective Date, among the Borrower, Holdings, the lenders party thereto from time to time and Merrill Lynch Capital Corporation, as Administrative Agent.

“Bridge Loan Documents” means the “Loan Documents” as defined in the Bridge Loan Credit Agreement.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed, provided that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Calculation Date” means the date on which any event for which the calculation of the Fixed Charge Coverage Ratio, the Senior Secured Leverage Ratio or the Leverage Ratio is required occurs.

“Capital Expenditures” means, for any period (and without duplication), (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and any of the Restricted Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by the Borrower and the Restricted Subsidiaries during such period.

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“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Center” means a surgery center, a diagnostic imaging center, a surgical hospital center or a hospital located in the United States that in each case provides only surgical services and services directly related thereto.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change in Control” means:

(a)prior to an IPO, the Borrower ceasing to be a direct or indirect wholly owned subsidiary of Holdings,

(b)prior to an IPO, the failure by the Permitted Investors to own, directly or indirectly, beneficially or of record, Equity Interests in Holdings representing a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in Holdings,

(c)upon and after an IPO, the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the SEC thereunder as in effect on the date hereof) of Equity Interests in Holdings representing 50% or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in Holdings, or

(d)occupation of a majority of the seats (other than vacant seats) on the Board of Directors of Holdings by Persons who were not (i) nominated by at least a majority of the Board of Directors of Holdings, (ii) appointed by at least a majority of directors so nominated or (iii) nominated by the Permitted Investors, or

(e)the occurrence of a “Change in Control”, as defined in the Bridge Loan Documents or the documents governing the Take Out Notes.

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“Charges” has the meaning set forth in Section 9.13.

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“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Tranche A Term Loans, Tranche B Term Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment, a Tranche A Commitment or a Tranche B Commitment.

“CLO” has the meaning set forth in Section 9.04(b).

“Code” means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder, as amended from time to time.

“Collateral” means any and all “Collateral”, as defined in any applicable Security Document (which shall include the Mortgaged Properties), and all other property of whatever kind subject or purported to be subject from time to time to a Lien under any Security Document.

“Collateral Agent” means Merrill Lynch Capital Corporation in its capacity as collateral agent for the Lenders under this Agreement and any Security Document.

“Collateral Agreement” means the Guarantee and Collateral Agreement among the Loan Parties and the Collateral Agent, substantially in the form of Exhibit C.

“Collateral and Guarantee Requirement” means the requirement that:

(a)the Collateral Agent shall have received from each Loan Party either (i) a counterpart of the Collateral Agreement duly executed and delivered on behalf of such Loan Party or (ii) in the case of any Person that becomes a Loan Party after the Effective Date, a supplement to the Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Loan Party;

(b)all outstanding Equity Interests of (i) the Borrower and (ii) each wholly owned Restricted Subsidiary owned directly by any Loan Party shall have been pledged pursuant to the Collateral Agreement (except that the Loan Parties (i) shall not be required to pledge more than 65% of the outstanding voting Equity Interests of any first-tier Foreign Subsidiary and (ii) shall not be required to pledge or otherwise grant security interests in any assets of a Foreign Subsidiary) and the Collateral Agent shall have received certificates or other instruments (if any) representing all such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank;

(c)all Indebtedness of a Restricted Subsidiary that is not a Loan Party (other than any such Indebtedness that does not exceed $10,000,000 in the aggregate at any one time outstanding) that is owing to a Loan Party shall be evidenced by a Pledged Note and shall have been pledged pursuant to the Collateral Agreement, and the Collateral Agent shall have received all such Pledged Notes and other promissory notes required to be delivered pursuant to the Collateral Agreement, together with undated instruments of transfer with respect thereto;

(d)all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be executed, filed, registered or recorded to create the Liens intended to be created by the Collateral Agreement and perfect such Liens to the extent required by the Collateral Agreement, shall have been executed, filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording; and

5

(e)           the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property and (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company, in an amount not to exceed the Fair Market Value of such Mortgaged Property, insuring the Lien of each such Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02, together with such customary endorsements and such surveys (to the extent currently existing), legal opinions (excluding zoning and land use opinions), a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property and other documents as the Collateral Agent or the Required Lenders may reasonably request with respect to any such Mortgage or Mortgaged Property;

Notwithstanding anything to the contrary in this Agreement or any Security Document, no Loan Party shall be required to pledge or grant security interests in particular assets if, in the reasonable judgment of the Administrative Agent or the Collateral Agent, the costs of creating or perfecting such pledges or security interests in such assets (including any mortgage, stamp, intangibles or other tax) are excessive in relation to the benefits to the Lenders therefrom.  The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance or surveys with respect to particular assets (including extensions beyond the Effective Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Security Documents.  Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Security Documents.

“Commitment” means a Revolving Commitment, a Tranche A Commitment, a Tranche B Commitment, a Commitment in respect of an Incremental Extension of Credit (if any) or any combination thereof (as the context requires).

“Consolidated EBITDA” means, with respect to any specified Person for any period, Consolidated Net Income for such Person for such period plus

(a)           without duplication and to the extent deducted in determining such Consolidated Net Income for such period, the sum of:  (i) consolidated interest expense (and solely for purposes of calculating the Fixed Charge Coverage Ratio, other Fixed Charges) of the Borrower and its Restricted Subsidiaries for such period and, to the extent not reflected in such total interest expense, increased by payments made in respect of hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, minus any payments received in respect of such hedging obligations or other derivative instruments, (ii) consolidated Tax expense of the Borrower and its Restricted Subsidiaries based on income, profits or capital, including state, franchise, capital and similar taxes and withholding taxes paid or accrued during such period, (iii) all amounts attributable to depreciation and amortization expense of the Borrower and its Restricted Subsidiaries for such period, (iv) any Non-Cash Charges for such period, (v) Transaction Costs made or incurred by the Borrower and its Restricted Subsidiaries in connection with the Transactions for such period that are paid, accrued or reserved for within 365 days of the consummation of the Transactions, (vi) any extraordinary, unusual or non-recurring fees, cash charges and other cash expenses for such period (A) made or incurred by the Borrower and its Restricted Subsidiaries in connection with any Permitted Acquisition, including severance, relocation and facilities closing costs, including any earnout payments, whether or not accounted

7

for as such that are paid, accrued or reserved for within 365 days of such transaction, or (B) incurred in connection with the issuance of Equity Interests or Indebtedness or the extinguishment of Indebtedness, (vii) cash expenses incurred during such period in connection with a Permitted Acquisition to the extent that such expenses are reimbursed in cash during such period pursuant to indemnification provisions of any agreement relating to such transaction, (viii) fees paid to the Sponsor or any Sponsor Affiliate under Section 6.09(j) or 6.09(r), (ix) cash expenses incurred during such period in connection with extraordinary casualty events to the extent such expenses are reimbursed in cash by insurance during such period, (x) income attributable to discontinued operations (excluding income attributable to assets or operations that have been disposed of during such period) and (xi) Net Income of any Person to the extent excluded from the calculation of Consolidated Net Income pursuant to clause (1) of the definition thereof (i.e., the minority interest of the Borrower in the entities generating such Net Income) for such period; minus

(b)           without duplication and to the extent included in determining such Consolidated Net Income, (i) any cash payments made during such period in respect of Non-Cash Charges described in clause (a)(iv) taken in a prior period or taken in such period, (ii) any non-cash items of income for such period (other than the accrual of revenue or recording of receivables in the ordinary course of business) and (iii) losses attributable to discontinued operations (excluding losses attributable to assets or operations that have been disposed of during such period), all determined on a consolidated basis in accordance with GAAP,

(c)           (without duplication) plus unrealized losses and minus unrealized gains in each case in respect of Swap Agreements, as determined in accordance with GAAP, plus

(d)           with respect to any Restricted Subsidiary that is not wholly owned by the Borrower or a Subsidiary Loan Party that has any outstanding Pledged Note(s) issued to the Borrower or any Subsidiary Loan Party, the least of (i) the minority interest of such Restricted Subsidiary as of the last day of such period, (ii) the outstanding amount of all Pledged Notes issued by such Restricted Subsidiary to the Borrower or any Subsidiary Loan Party as of the last day of such period and (iii) the amount of the Consolidated EBITDA of such Restricted Subsidiary for such period that is not otherwise included in the calculation of Consolidated EBITDA for such period, plus

(e)           with respect to any Non-Consolidated Entity that has any outstanding Pledged Note(s) issued to the Borrower or any Subsidiary Loan Party, the lesser of (i) the outstanding amount of all Pledged Notes issued by such Non-Consolidated Entity to the Borrower or a Subsidiary Loan Party as of the last day of such period and (ii) the amount of the Consolidated EBITDA of such Non-Consolidated Entity for such period that is not otherwise included in the calculation of Consolidated EBITDA for such period, all as determined in accordance with GAAP.

For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a) losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off or write-down related to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges, expenses and write-downs referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

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“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such specified Person and its subsidiaries (or in the case of the Borrower, its Restricted Subsidiaries) for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1)           the Net Income (and net loss) of any other Person that is not a Restricted Subsidiary of such specified Person or that is accounted for by the equity method of accounting will be excluded; provided that Consolidated Net Income of the Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Permitted Investments to the Borrower or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(2)           solely for the purposes of any calculation of Excess Cash Flow, the Net Income for such period of any Restricted Subsidiary (other than any Subsidiary Loan Party) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Borrower shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Permitted Investments to the Borrower or a Restricted Subsidiary in respect of such period, to the extent not already included therein;

(3)           the cumulative effect of a change in accounting principles will be excluded;

(4)           the amortization of any premiums, fees or expenses incurred in connection with the Transactions or any amounts required or permitted by Accounting Principles Board Opinions Nos. 16 (including non-cash write-ups and non-cash charges relating to inventory and fixed assets, in each case arising in connection with the Transactions) and 17 (including non-cash charges relating to intangibles and goodwill), in each case in connection with the Transactions, will be excluded;

(5)           any gain or loss, together with any related provision for Taxes on such gain or loss, realized in connection with: (a) any sales of assets out of the ordinary course of business (it being understood that a sale of assets comprising discontinued operations shall be deemed a sale of assets out of the ordinary course of business); or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries will be excluded;

(6)           any extraordinary gain or loss, together with any related provision for Taxes on such extraordinary gain or loss will be excluded;

(7)           income or losses attributable to discontinued operations (including without limitation, operations disposed during such period whether or not such operations were classified as discontinued) will be excluded;

(8)           any non-cash charges (i) attributable to applying the purchase method of accounting in accordance with GAAP, (ii) resulting from the application of FAS 142 or FAS 144, and

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(iii) relating to the amortization of intangibles resulting from the application of FAS 141, will be excluded;

(9)           all non-cash charges relating to employee benefit or other management or stock compensation plans of the Borrower or a Restricted Subsidiary (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period) will be excluded to the extent that such non-cash charges are deducted in computing such Consolidated Net Income; provided, further, that if the Borrower or any Restricted Subsidiary of the Borrower makes a cash payment in respect of such non-cash charge in any period, such cash payment will (without duplication) be deducted from the Consolidated Net Income of the Borrower for such period;

(10)         all unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application of FAS 52 shall be excluded; and

(11)         accruals and reserves that are established within twelve months after the Effective Date and that are so required to be established as a result of the Transactions in accordance with GAAP shall be executed.

“Contract Consideration” has the meaning set forth in the definition of “Excess Cash Flow.”

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Cumulative Retained Excess Cash Flow” shall mean, at any time, (a) the aggregate amount of Excess Cash Flow generated in each fiscal year of the Borrower that shall have been completed at or prior to such time to the extent the deliveries required by Section 5.01(a) and 5.01(c)(ii)(B) with respect to such fiscal year shall have been made minus (b) all prepayments that are or shall be required by Section 2.11(d) with respect to such Excess Cash Flow generated in all such completed fiscal years.

“Cure Amount” has the meaning set forth in Section 7.02(a).

“Cure Right” has the meaning set forth in Section 7.02(a).

“Default” means any event or condition that constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Designated Noncash Consideration” means any non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with an asset sale pursuant to Section 6.05(g) that is designated as Designated Noncash Consideration pursuant to an officers’ certificate of the Borrower.

“Designation Date” has the meaning set forth in Section 5.15(a).

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Equity Interest), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder

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of the Equity Interest, in whole or in part, other than in each case solely in exchange for Qualified Equity Interests, on or prior to the date that is 90 days after the Tranche B Maturity Date.  Notwithstanding the preceding sentence, (x) any Equity Interest that would constitute Disqualified Equity Interests solely because the holders of the Equity Interest have the right to require the Borrower or the Subsidiary that issued such Equity Interest to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale will not constitute Disqualified Equity Interests if the terms of such Equity Interest provide that the Borrower may not repurchase such Equity Interest unless the Borrower would be permitted to do so in compliance with Section 6.08, (y) any Equity Interest that would constitute Disqualified Equity Interests solely as a result of any redemption feature that is conditioned upon, and subject to, compliance with Section 6.08 will not constitute Disqualified Equity Interests and (z) any Equity Interest issued to any plan for the benefit of employees will not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Borrower or the Subsidiary that issued such Equity Interest in order to satisfy applicable statutory or regulatory obligations.  The amount of Disqualified Equity Interests deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Borrower and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Equity Interests, exclusive of accrued dividends.

“Documentation Agents” means The Royal Bank of Scotland PLC and Fifth Third Bank, in their capacity as documentation agents.

“dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Effective Date” means August 23, 2007.

“Environmental Laws” means all applicable laws (including the common law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating to the environment, or the presence, management, Release or threatened Release of any chemical, waste, pollutant or contaminant or any explosive, radioactive, infectious, toxic or otherwise hazardous material, substance or waste.

“Environmental Liability” means liabilities, obligations, damages, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and medical monitoring, investigation or remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual agreement pursuant to which liability is assumed or imposed with respect to any of the forgoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law and relating to the business of Holdings, the Borrower or any Subsidiary.

“Equity Contributions” has the meaning set forth in the preamble to this Agreement.

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“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest from the issuer thereof.

“ERISA” means the Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30 day notice period is waived), (b) the failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA, whether or not waived, (c) the failure to make by its due date a required installment under Section 412(m) of the Code (or Section 430(j) of the Code, as amended by the Pension Protection Act of 2006) with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan, (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (e) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, with respect to the termination of any Plan, (f) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (g) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, (h) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, (i) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to a Plan, (j) the making of any amendment to any Plan which could directly result in the imposition of a lien or the posting of a bond or other security or (k) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the LIBO Rate.

“Event of Default” has the meaning set forth in Section 7.01.

“Excess Cash Flow” means, for any fiscal year, the sum (without duplication) of:

(a)           Consolidated Net Income for such fiscal year, adjusted to exclude any gains or losses attributable to Prepayment Events; plus

(b)           depreciation, amortization and other non-cash charges or losses (including deferred income taxes) deducted in determining such Consolidated Net Income for such fiscal year; plus

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(c)           the amount, if any, by which Net Working Capital decreased during such fiscal year (except as a result of reclassification of items from short-term to long-term); minus

(d)           the sum of (i) any non-cash gains or non-cash items of income included in determining Consolidated Net Income for such fiscal year plus (ii) the amount, if any, by which Net Working Capital increased during such fiscal year (except as a result of reclassification of items from long-term to short-term); minus

(e)           the amount of cash Capital Expenditures of the Borrower and its Restricted Subsidiaries in such fiscal year financed with Internally Generated Funds; minus

(f)            the aggregate principal amount of Long-Term Indebtedness or other long-term liabilities repaid or prepaid by the Borrower and its Restricted Subsidiaries during such fiscal year, excluding (i) Indebtedness in respect of Revolving Loans, Swingline Loans and Letters of Credit (unless there is a corresponding reduction in the aggregate Revolving Commitments), (ii) Term Loans prepaid pursuant to Section 2.11(a), (c) or (d), and (iii) repayments or prepayments of Long-Term Indebtedness or other long term-liabilities financed other than with Internally Generated Funds; minus

(g)           cash Taxes paid in such fiscal year that did not reduce Consolidated Net Income for such fiscal year; minus

(h)           without duplication of amounts deducted pursuant to clause (j) below in prior fiscal years, the amount of Investments and acquisitions made during such period pursuant to Section 6.04 financed with Internally Generated Funds, including, to the extent not expensed, fees, cash charges and other cash expenses in connection with such Investment or acquisition (other than any Investment in Holdings, the Borrower or any wholly owned Restricted Subsidiary); minus

(i)             to the extent not otherwise deducted from Consolidated Net Income, Transaction Costs that are paid, accrued or reserved for within 365 days of such transaction; minus

(j)             without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters; minus

(k)           cash payments made during such fiscal year in respect of non-cash charges that increased Excess Cash Flow in any prior fiscal year; minus

(l)            any Restricted Payments paid in cash to any Person that is not the Borrower or any Restricted Subsidiary during such fiscal year by the Borrower to the extent permitted pursuant to Section 6.08 and financed with Internally Generated Funds.

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“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its overall net income or net profits by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, or as a result of doing business in the jurisdiction imposing such tax, other than solely as a result of the Loan Documents or any transaction contemplated hereby, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that is in effect and would apply to amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to any withholding tax pursuant to Section 2.17(a), (d) any withholding tax that is attributable to a Lender’s failure to comply with Section 2.17(e), and (e) any penalty or interest that is attributable to the foregoing taxes.

“Existing Credit Facility” means the Amended and Restated Credit Agreement dated as of March 21, 2005 among the Acquired Business, the guarantors identified therein, Bank of America, N.A., as administrative agent, and the lenders party thereto, as amended, through the Effective Date.

“Existing Issuing Bank” means SunTrust Bank.

“Existing Lender” has the meaning set forth in Section 2.20.

“Existing Letters of Credit” means those letters of credit outstanding on the Effective Date and listed on Schedule 1.01(a).

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors, chief executive officer or chief financial officer of the Borrower.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower, in each case in his or her capacity as such.

“Financial Performance Covenant” means the covenant of the Borrower set forth in Section 6.12.

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“Fixed Charge Coverage Ratio” means the ratio of (a) Consolidated EBITDA for the most recent period of four consecutive fiscal quarters of the Borrower for which internal financial statements are available ended prior to any applicable date to (b) the Fixed Charges of the Borrower and its Restricted Subsidiaries for such period.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)           the consolidated interest expense of such Person and its subsidiaries (or in the case of the Borrower, its Restricted Subsidiaries) for such period, net of interest income, whether paid or accrued, including, without limitation, original issue discount, non-cash interest payments, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all cash payments made or received pursuant to hedging obligations in respect of interest rates, and excluding (v) amortization of deferred financing costs, (w) accretion or accrual of discounted liabilities not constituting Indebtedness, (x) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (y) any expensing of bridge, commitment and other financing fees and (z) to the extent included in Fixed Charges, the portion of consolidated interest expenses of such Person and its Restricted Subsidiaries attributable to Indebtedness incurred in connection with the acquisition of discontinued operations; plus

(2)           any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, but only to the extent such Guarantee or Lien is called upon; plus

(3)           all cash dividends paid on any series of preferred stock of such Person or any of its Restricted Subsidiaries (other than to the Borrower or any Restricted Subsidiary of the Borrower), in each case, determined on a consolidated basis in accordance with GAAP.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located.  For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time.

“Government Programs” means (i) the Medicare and Medicaid Programs, (ii) the United States Department of Defense Civilian Health Program for Uniformed Services (including TRICARE Prime, TRICARE Extra and TRICARE Standard) and any successor or predecessor thereof and (iii) other similar foreign or domestic Federal, state or local reimbursement or governmental healthcare programs.

 “Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of government.

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 “Governmental Reimbursement Program Cost” means with respect to any amount due and payable by the Borrower and its Subsidiaries the sum of:

(a)           all amounts (including punitive and other similar amounts) agreed to be paid or payable (i) in settlement of claims or (ii) as a result of a final, non-appealable judgment, award or similar order, in each case, relating to participation in Government Programs;

(b)           all final, non-appealable fines, penalties, forfeitures or other amounts rendered pursuant to criminal indictments or other criminal proceedings relating to participation in Government Programs; and

(c)           the amount of final, non-appealable recovery, damages, awards, penalties, forfeitures or similar amounts rendered in any litigation, suit, arbitration, investigation, review or other legal or administrative proceeding of any kind relating to participation in Government Programs.

“Guarantee” of or by any Person (the “Guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party or applicant in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation, provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.  The amount of any Guarantee of any Guarantor shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which the Guarantee is made and (b) the maximum amount for which such Guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee.

“Hazardous Materials” means all explosive, radioactive, infectious, or toxic materials, and all other chemicals, materials, substances, wastes, pollutants or contaminants regulated pursuant to any Environmental Law, including petroleum or petroleum byproducts, asbestos or asbestos-containing materials, polychlorinated biphenyls, and radon gas.

“Holdings” has the meaning set forth in the preamble to this Agreement.

“Immaterial Subsidiary” means a Restricted Subsidiary that has total assets with a Fair Market Value of not more than $500,000; provided that all Immaterial Subsidiaries taken together shall not have total assets of more than $5,000,000 and all Restricted Subsidiaries that would otherwise be Immaterial Subsidiaries but for such $5,000,000 limitation shall not be considered Immaterial Subsidiaries.

“Incremental Extensions of Credit” has the meaning set forth in Section 2.20.

“Incremental Facility Amendment” has the meaning set forth in Section 2.20.

“Incremental Facility Closing Date” has the meaning set forth in Section 2.20.

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“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (e) all obligations of others secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, but limited, in the event such secured obligations are nonrecourse to such Person, to the fair value of such property, (f) all Guarantees by such Person of the Indebtedness of any other Person, (g) all Capital Lease Obligations of such Person, (h) all reimbursement obligations of such Person as an account party or applicant in respect of letters of credit and letters of guaranty and (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning set forth in Section 9.03(b).

“Information” has the meaning set forth in Section 9.12.

“Information Memorandum” means the Confidential Information Memorandum dated July 2007, relating to Holdings, the Borrower, its Subsidiaries and the Transactions.

“Interest Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing or a Term Borrowing in accordance with Section 2.07, provided that a written Interest Election Request shall be substantially in the form of Exhibit F, or such other form as shall be approved by the Administrative Agent.

“Interest Payment Date” means (a) with respect to any ABR Loan (including a Swingline Loan), the last Business Day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or nine or twelve months thereafter if, at the time of the relevant Borrowing, all Lenders participating therein agree to make an interest period of such duration available), as the Borrower may elect, provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or

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continuation of such Borrowing and (c) the initial Interest Period in respect of Eurodollar Borrowings of Term Loans made on the Effective Date shall commence on the Effective Date and end on the last Business Day of September 2007.

“Internally Generated Funds” means any amount expended by the Borrower and its Restricted Subsidiaries and not representing (i) the proceeds of Capital Lease Obligations or Long-Term Indebtedness (other than Indebtedness under a revolving line of credit to the extent repaid), (ii) the proceeds of the issuance of Equity Interests (or capital contributions in respect thereof) or (iii) Net Proceeds from a Prepayment Event or other credit received from a disposition, sale or other transfer or exchange of assets outside the ordinary course of business.

“Investment” has the meaning set forth in Section 6.04.

“IPO” means a bona fide underwritten initial public offering of Equity Interests of Holdings, the Borrower or a Parent after the Effective Date.

“IP Rights” has the meaning set forth in Section 3.21.

“Issuing Bank” means Fifth Third Bank or such other Lender designated as an “Issuing Bank” pursuant to Section 2.05(k) and, with respect to each Existing Letter of Credit, the Existing Issuing Bank.  The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.  The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or an Incremental Facility Amendment, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.  Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement or any Existing Letter of Credit.

“Leverage Ratio” means, on any date, the ratio of (a) Total Indebtedness on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter of the Borrower most recently ended prior to such date).

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent to be the arithmetic mean of the offered rates for deposits in dollars with a term comparable to such Interest Period (as set forth by any service selected by Administrative Agent which has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) at approximately 11:00 a.m., London, England

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time, on the second full Business Day preceding the first day of such Interest Period; provided, however, that to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by Administrative Agent to be the average of the rates per annum at which deposits in dollars are offered for such Interest Period to major banks in the London interbank market in London, England at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.  Each determination by Administrative Agent pursuant to this definition shall be conclusive absent manifest error.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Limitation” means a revocation, suspension, termination, impairment, probation, limitation, nonrenewal, forfeiture, declaration of ineligibility, loss of status as a participating provider in any Third Party Payor Arrangement, and the loss of any other rights.

“Loan Documents” means this Agreement, the Notes, if any, executed and delivered pursuant to Section 2.09(e), any Incremental Facility Amendment, the Collateral Agreement and the other Security Documents.

“Loan Parties” means Holdings (other than for purposes of Article VI and terms used therein), the Borrower and the Subsidiary Loan Parties.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement or an Incremental Facility Amendment.

“Long-Term Indebtedness” means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, assets or financial condition of Holdings, the Borrower and its Restricted Subsidiaries, taken as a whole, (b) the ability of the Loan Parties taken as a whole to perform their payment obligation under any Loan Document or (c) the rights of or benefits available to the Lenders and Agents under any Loan Document or the ability of the Agent and the Lenders to enforce the Loan Documents.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of Holdings, the Borrower and its Restricted Subsidiaries in an aggregate principal amount, individually or in the aggregate, exceeding $10,000,000.  For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Maximum Rate” has the meaning set forth in Section 9.13.

“Medicare and Medicaid Programs” means the programs established under Title XVIII and XIX of the Social Security Act and any successor programs performing similar functions.

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“Merger” has the meaning set forth in the preamble to this Agreement.

“Merger Agreement” has the meaning set forth in the preamble to this Agreement.

“Merger Consideration” has the meaning set forth in the preamble to this Agreement.

“Merger Sub” means Symbol Merger Sub, Inc., a Delaware corporation.  It is understood and agreed that Merger Sub shall initially be the “Borrower” hereunder on the Effective Date prior to the consummation of the Merger.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means a mortgage, deed of trust, assignment of leases and rents or other security document granting a Lien on any Mortgaged Property to secure the Obligations.  Each Mortgage shall be reasonably satisfactory in form and substance to the Collateral Agent.

“Mortgaged Property” means each parcel of real property owned by a Loan Party and improvements thereto owned by a Loan Party with respect to which a Mortgage is granted pursuant to Section 5.12 or 5.13. In no event shall Mortgaged Property include, or shall any Loan Party be obligated to grant a Mortgage with respect to, any leasehold.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), (X) the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and, in the case of any such sale, transfer or other disposition of an asset of a Subsidiary that is not a Subsidiary Loan Party, the amount of any repayments of Indebtedness of such Subsidiary (including intercompany Indebtedness) made with the proceeds of such sale, transfer or other disposition and (Y) in the event that a Restricted Subsidiary makes a pro rata payment of dividends to all of its stockholders from any cash proceeds, the amount of dividends paid to any stockholder other than the Borrower or any other Restricted Subsidiary, provided that any net proceeds of a sale, transfer or other disposition by a Restricted Subsidiary that is not a Subsidiary Loan Party that are subject to legal or contractual restrictions on repatriation to the Borrower will not be considered Net Proceeds for so long as such proceeds are subject to such restrictions, provided, however, that any such contractual restrictions on repatriation were not entered into in contemplation of such sale, transfer or other disposition, (iii) any distributions and other payments required to be made to minority interest holders or holders in joint ventures as a result of such asset sale and (iv) the amount of all Taxes paid (or reasonably

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estimated to be payable) and the amount of any reserves established to fund liabilities reasonably estimated to be payable and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer); provided that in no event shall the Net Proceeds received by any Restricted Subsidiary that is not a wholly owned Restricted Subsidiary exceed the Loan Parties’ ratable ownership in such Restricted Subsidiary.

“Net Working Capital” means, at any date, (a) the consolidated current assets of the Borrower and its Restricted Subsidiaries as of such date (excluding cash and Permitted Investments) minus (b) the consolidated current liabilities of the Borrower and its Restricted Subsidiaries as of such date (excluding current portion of any Long-Term Indebtedness).  Net Working Capital at any date may be a positive or negative number.  Net Working Capital increases when it becomes more positive or less negative and decreases when it becomes less positive or more negative.

“Non-Cash Charges” has the meaning specified in the definition of the term “Consolidated EBITDA.”

“Non-Consenting Lender” has the meaning set forth in Section 9.02(b).

“Non-Consolidated Entity” means each of the operating partnerships, limited liability companies, limited liability partnerships, joint ventures or similar entities in which the Borrower or its Restricted Subsidiaries, directly or indirectly, own Equity Interests, other than Subsidiaries.

“Note” means a    Term Loan Note substantially in the form set forth in Exhibit G-1 or a Revolving Credit Note substantially in the form set forth in Exhibit G-2, as the context may require, which Term Loan Notes and Revolving Credit Notes are referred to collectively as the “Notes”.

“NPL” means the National Priorities List under CERCLA.

“Obligations” has the meaning set forth in the Collateral Agreement.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; (c) with respect to any partnership, trust or other form of business entity, the partnership or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity; and (d) with respect to any entity referred to in clauses (a) through (c) above, any investor, shareholder or similar agreement.

“Other Taxes” means any and all present or future recording, stamp, documentary, excise, transfer, sales, property or similar Taxes, charges or levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or from the filing or recording of or otherwise with respect to the exercise by the Administrative Agent or the Lenders of their rights under, any Loan Document.

“Parent” means any direct or indirect parent of which Holdings is a wholly owned subsidiary.

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“Participant” has the meaning set forth in Section 9.04(c).

“Participant Register” has the meaning set forth in Section 9.04(c).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Perfection Certificate” means a certificate in the form of Exhibit D or any other form approved by the Collateral Agent.

“Permitted Acquisitions” means any acquisition by the Borrower or any Qualified Restricted Subsidiary of Equity Interests in, all or substantially all the assets of, or all or substantially all the assets constituting a division or line of business of, a Person (that in the case of an acquisition of Equity Interests, is or becomes a Restricted Subsidiary or a Non-Consolidated Entity) if (a) no Event of Default has occurred and is continuing or would result therefrom, (b) any Person or assets or division as acquired in accordance herewith shall be in one or more lines of Permitted Business and (c) if such acquisition exceeds $10,000,000 in aggregate cash consideration the Borrower, promptly after the consummation of such acquisition, delivered to the Administrative Agent an officer’s certificate to the effect set forth in clauses (a) and (b) above.

“Permitted Business” means (i) any business engaged in by the Borrower or any of its Restricted Subsidiaries on the Effective Date, and (ii) any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Borrower and its Restricted Subsidiaries are engaged on the Effective Date.

“Permitted Encumbrances” means:

(a)Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.05;

(b)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction contractors and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 45 days or that are being contested in good faith;

(c)(i) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Borrower or any Restricted Subsidiary;

(d)deposits to secure the performance of bids, trade contracts, government contracts, licenses, leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations);

(e)judgment liens in respect of judgments that do not constitute an Event of Default under Section 7.01(k);

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(f)            easements, zoning restrictions, rights-of-way, encroachments, protrusions, minor defects or irregularities of title and other similar encumbrances on real property that do not either detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Restricted Subsidiary, in each case in any material respect;

(g)           landlords’ and lessors’ and other like Liens in respect of rent not in default;

(h)           any Liens shown on the title insurance policies in favor of the Collateral Agent insuring the Liens of the Mortgages;

(i)            licenses or sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; and

(j)            Liens securing the Obligations.

“Permitted Investments” means:

(a)           direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America) or by any State of the United States of America or any political subdivision of such state, in each case maturing within one year from the date of acquisition thereof;

(b)           investments in commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating from S&P or Moody’s of at least A2 or P2, respectively;

(c)           investments in certificates of deposit, banker’s acceptances, demand deposits and time deposits maturing within 365 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, (i) any Lender who accepts such deposits in the ordinary course of such Lender’s business, (ii) any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-2 or the equivalent thereof or from Moody’s is at least P-2 or the equivalent thereof;

(d)           fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e)           investments in money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (d) above.

“Permitted Investors” means the Sponsor, Northwestern Mutual Life Insurance Company and members of management of the Borrower who are holders of Equity Interests of Holdings on the Effective Date and, in each case, their respective Affiliates.

“Permitted Payment Restriction” means any encumbrance or restriction (each, a “restriction”) on the ability of any Restricted Subsidiary to pay dividends or make any other distributions on its

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Equity Interests to the Borrower or a Restricted Subsidiary, which restriction would not materially impair the Borrower’s ability to make scheduled payments of cash interest and to make required principal payments on the Loans as determined in good faith by the chief financial officer of the Borrower, whose determination shall be conclusive.

“Permitted Refinancing Indebtedness” means, with respect to any Indebtedness, any Indebtedness that renews, refinances or replaces such Indebtedness; provided that (1) the only obligors under such renewal, refinancing or replacement Indebtedness are Persons (or other Loan Parties) that were obligors under the Indebtedness being renewed, refinanced or replaced, (2) if the Indebtedness being renewed, refinanced or replaced is subordinated in right of payment to the Obligations, such renewal, refinancing or replacement Indebtedness shall be subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being renewed, refinanced or replaced, (3) such renewal, refinancing or replacement shall not increase the principal amount of such Indebtedness by an amount in excess of any accrued interest, premiums, fees or expenses payable in connection with such renewal, refinancing or replacement, (4) such renewal, refinancing or replacement Indebtedness has a final stated maturity date equal to or later than the earlier of (i) the final stated maturity date of the Indebtedness being renewed, refinanced or replaced and (ii) the first anniversary of the Tranche B Maturity Date and (5) either (i) such renewal, refinancing or replacement Indebtedness has a weighted average life to maturity equal to or longer than the weighted average life to maturity of the Indebtedness being renewed, refinanced or replaced or (ii) the aggregate amount of all scheduled principal repayments in respect of such renewal, refinancing or replacement Indebtedness during the period through the first anniversary of the Tranche B Maturity Date shall not be greater than the aggregate amount of scheduled principal prepayments during such period of the Indebtedness being renewed, refinanced or replaced, and the average weighted life of the scheduled principal repayments of such renewal, refinancing or replacement Indebtedness during such period shall not be earlier than the average weighted life of the remaining scheduled principal repayments during such period of the Indebtedness being renewed, refinanced or replaced.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan subject to the provisions of Title IV or Section 302 of ERISA or Section 412 of the Code, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledged Notes” means any promissory note issued to the Borrower or a Subsidiary Loan Party that is pledged to the Collateral Agent under the Security Documents and is a “Pledged Debt Security” under the Collateral Agreement.

“Prepayment Event” means:

(a)           any sale, transfer or other disposition of any property or asset of Holdings, the Borrower or any Restricted Subsidiary (including pursuant to Section 6.06) resulting in Net Proceeds in excess of $250,000 (in any single transaction or series of related transactions), other than dispositions described in clauses (a)(i), (a)(iii), (b), (c), (d), (h), (i), (j) and (k) of Section 6.05;

(b)           any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of Holdings, the Borrower or any Restricted Subsidiary resulting in Net Proceeds in excess of $250,000; or

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(c)           the incurrence by Holdings, the Borrower or any Restricted Subsidiary of any Indebtedness (other than Indebtedness permitted under Section 6.01).

“Prime Rate” means the rate of interest per annum publicly announced from time to time by Merrill Lynch Capital Corporation as its base rate in effect for dollars at its principal office in New York, New York; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Pro Forma Basis” means, for purposes of calculating the Fixed Charge Coverage Ratio, the Senior Secured Leverage Ratio or the Leverage Ratio (the “Relevant Calculation”) for any period, in the event that the Borrower or any of its Restricted Subsidiaries incurs, assumes, repays, repurchases, redeems, defeases or otherwise discharges, or proposes, in a transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio, the Senior Secured Leverage Ratio or the Leverage Ratio, to incur, assume, repay, repurchase, redeem, defease or otherwise discharge, any Indebtedness (other than revolving credit borrowings; provided that pro forma effect shall be given to repayments if such Indebtedness has been permanently repaid and not replaced) or issues, repurchases or redeems or proposes, in a transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio, the Senior Secured Leverage Ratio or the Leverage Ratio, to issue, repurchase or redeem, preferred stock or Disqualified Equity Interests subsequent to the commencement of the period for which the Relevant Calculation is being calculated and on or prior to the date on which the event for which the Relevant Calculation is made, then the Relevant Calculation will be calculated giving pro forma effect to such incurrence, assumption, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock or Disqualified Equity Interests, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of the Relevant Calculation:

(1)           Investments, acquisitions, mergers, consolidations and dispositions that have been made by the Borrower or any of its Restricted Subsidiaries, or any Person or any of its Restricted Subsidiaries acquired by, merged or consolidated with the Borrower or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect, including giving effect to Pro Forma Cost Savings as if they had occurred on the first day of the four-quarter reference period;

(2)           the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the Borrower or any of its Restricted Subsidiaries following the Calculation Date;

(3)           any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(4)           any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(5)           if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the

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applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness).

For purposes of this definition, whenever pro forma effect is given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Borrower.

Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.  For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period.  Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate.

“Pro Forma Cost Savings” means, with respect to any period, (A) the operating expense reductions and other operating improvements or synergies that (i) were directly attributable to an acquisition, merger, consolidation or disposition (a “pro forma event”) that occurred during the four-quarter reference period or subsequent to the four-quarter reference period and on or prior to the Calculation Date and calculated on a basis that is consistent with Article 11 of Regulation S-X under the Securities Act of 1933, as in effect and applied as of the Effective Date, (ii) were actually implemented by the business that was the subject of any such pro forma event within 12 months after the date of such pro forma event and prior to the Calculation Date that are reasonably determined in good faith by a responsible financial or accounting officer of the Borrower or (iii) relate to the business that is the subject of any such pro forma event and that are reasonably determined in good faith by a responsible financial or accounting officer of the Borrower and is expected to be taken in the 12 months following such pro forma event and (B) all adjustments of the nature used in connection with the calculation of “Pro Forma Adjusted EBITDA-MI” as set forth in the Information Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period and, in the case of each of (A) and (B), are described in an officers’ certificate, as if all such reductions in costs had been effected as of the beginning of such period.

“Proposed Change” has the meaning set forth in Section 9.02(b).

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualified Restricted Subsidiary” means any Restricted Subsidiary that satisfies each of the following requirements:  (1) except for Permitted Payment Restrictions, there are no consensual restrictions, directly or indirectly, on the ability of such Restricted Subsidiary to pay dividends or make distributions to the holders of its Equity Interests; (2) the Equity Interests of such Restricted Subsidiary consist solely of (A) Equity Interests owned by the Borrower and its Qualified Restricted Subsidiaries, (B) Equity Interests owned by Strategic Investors and (C) directors’ qualifying shares; and (3) the primary business of such Restricted Subsidiary is a Permitted Business.

“Refinanced Term Loans” has the meaning set forth in Section 9.02(c).

“Register” has the meaning set forth in Section 9.04(b)(iv).

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“Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“Regulation X” shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“Reimbursement Approvals” means, with respect to all Government Programs, any and all certifications, provider numbers, provider agreements, participation agreements, accreditations and any other similar agreements with or approvals by any Governmental Authority or other Person.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, trustees and advisors of such Person and such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within, or upon any building, structure, facility or fixture.

“Repayment” has the meaning set forth in the preamble to this Agreement.

“Replacement Term Loans” has the meaning set forth in Section 9.02(c).

“Required Lenders” means, at any time, Lenders having Revolving Exposures, Term Loans, Loans in respect of Incremental Extensions of Credit (if any) and unused Commitments representing more than 50% of the aggregate Revolving Exposures, outstanding Term Loans, outstanding Loans in respect of Incremental Extensions of Credit (if any) and unused Commitments at such time; provided that Revolving Exposures, Term Loans, Loans in respect of Incremental Extensions of Credit (if any) and unused Commitments held by Holdings or a subsidiary thereof or any Permitted Investor shall be deemed to not be outstanding for purposes of calculating the Required Lenders.

“Required Revolving Lenders” means, at any time, Revolving Lenders having Revolving Exposures and unused Revolving Commitments representing more than 50% of the aggregate Revolving Exposures and unused Revolving Commitments at such time; provided that Revolving Exposures and unused Revolving Commitments held by Holdings or a subsidiary thereof or any Permitted Investor shall be deemed to not be outstanding for purposes of calculating the Required Revolving Lenders.

“Requirement of Law” means, with respect to any Person, (i) the charter, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person and (ii) any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in Holdings or the Borrower or any option, warrant or other right to acquire any such Equity Interests in Holdings or the Borrower.

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“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“Revolving Availability Period” means the period from and including the Effective Date to but excluding the earlier of (a) the Revolving Maturity Date and (b) the date of termination of the Revolving Commitments.

“Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 or (c) increased pursuant to Section 2.20.  The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable.  The initial aggregate amount of the Lenders’ Revolving Commitments is $100,000,000.

“Revolving Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time.

“Revolving Lender” means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.

“Revolving Loan” means a Loan made pursuant to Section 2.01(c).

“Revolving Maturity Date” means the sixth anniversary of the Effective Date.

“Rollover Equity” has the meaning set forth in the preamble to this Agreement.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

“SEC” means the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

“Security Documents” means the Collateral Agreement, the Perfection Certificate, the Mortgages and each other security agreement or other instrument or document executed and delivered pursuant to Section 5.12 or 5.13 to secure any of the Obligations.

“Senior Secured Leverage Ratio” means, on any date, the ratio of (a) Total Senior Secured Indebtedness on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower ended on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of the fiscal quarter of the Borrower most recently ended prior to such date).

“Specified Subsidiary” means (i) each wholly owned Domestic Subsidiary listed on Schedule 1.01(c) (provided that if any such Subsidiary has not been legally dissolved within 180 days after the Effective Date and no Equity Interests therein are owned by Strategic Investors 180 days after the Effective Date, such Subsidiary shall no longer constitute a Specified Subsidiary) and (ii) any Qualified Restricted Subsidiary that is a wholly owned Domestic Subsidiary formed or acquired after the Effective Date if a Financial Officer or General Counsel of the Borrower represents in writing to the Administrative

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Agent that the Borrower intends in good faith to syndicate the Equity Interests to Strategic Investors within 270 days of such formation or acquisition (provided that if no Equity Interests of such Subsidiary have been syndicated to Strategic Investors within 270 days after such formation or acquisition, such Subsidiary shall no longer constitute a Specified Subsidiary); provided that any Specified Subsidiary shall cease to be a Specified Subsidiary if the Borrower has opted for it to satisfy the Collateral and Guarantee Requirement.

“Sponsor” means Crestview Partners GP, L.P.

“Sponsor Management Agreement” means the Management Agreement between the Borrower and Sponsor dated as of the date hereof, as in effect on the date hereof.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the bank serving as the Administrative Agent is subject with respect to the LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentages shall include those imposed pursuant to such Regulation D.  Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Strategic Investors” means physicians, hospitals, health systems, other healthcare providers, other healthcare companies and other similar strategic joint venture partners which joint venture partners are actively involved in the day-to-day operations of providing surgical care and surgery-related services, or, in the case of physicians, that have retired therefrom, individuals who are former owners or employees of surgical care facilities purchased by the Borrower or any of its Restricted Subsidiaries or Persons owned, controlled or managed by individual physicians, and consulting firms that receive common Equity Interests as consideration for consulting services performed or for cash invested.

“Subordinated Indebtedness” means Indebtedness of Holdings, the Borrower or any Subsidiary that is contractually subordinated to the Obligations.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date.

“Subsidiary” means any subsidiary of the Borrower.

“Subsidiary Loan Party” means any Domestic Subsidiary that is a Restricted Subsidiary (other than (a) any Subsidiary that is not a wholly owned Subsidiary, (b) any Subsidiary that is prohibited by applicable law from guaranteeing the Obligations, (c) any Immaterial Subsidiary for which the Borrower has not opted to satisfy the Collateral and Guarantee Requirement, (d) any Specified Subsidiary and (e) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse Tax consequences) of providing a Guarantee of the Borrower’s obligations under the Loan Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom).

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“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time.  The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” means Merrill Lynch Capital Corporation, in its capacity as lender of Swingline Loans hereunder.

“Swingline Loan” means a Loan made pursuant to Section 2.04.

“Syndication Agent” means Banc of America, N.A., in its capacity as syndication agent.

“Take Out Notes” means any debt securities issued to refinance all or any portion of the Indebtedness incurred under the Bridge Loan Documents.

“Tax” or “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Term Lender” means a Tranche A Lender or a Tranche B Lender.

“Term Loan” means a Tranche A Term Loan or a Tranche B Term Loan.

“Third Party Payor” means any Government Program and any quasi-public agency, Blue Cross, Blue Shield and any managed care plans and organizations, including health maintenance organizations and preferred provider organizations and private commercial insurance companies and any similar third party arrangements, plans or programs for payment or reimbursement in connection with healthcare services, products or supplies.

“Third Party Payor Arrangement” means any arrangement, plan or program for payment or reimbursement by any Third Party Payor in connection with the provision of healthcare services, products or supplies.

“Total Assets” means the total assets of the Borrower and its Restricted Subsidiaries on a consolidated basis as shown on the most recent consolidated balance sheet of the Borrower required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such a consolidated balance sheet is so required to be delivered, on the most recent consolidated balance sheet of the Borrower and its Restricted Subsidiaries that is then available).

“Total Indebtedness” means, as of any date, the aggregate principal amount of Indebtedness of the type specified in clauses (a), (b) and (g) of the definition thereof of the Borrower and its Restricted Subsidiaries outstanding as of such date determined on a consolidated basis, minus the amount of unrestricted cash and Permitted Investments that is not subject to any Lien (other than any Lien under the Loan Documents or Liens permitted by clauses (vi), (ix), (x), (xi) and (xiii) of Section 6.02 and Liens

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under clause (a) of the definition of “Permitted Encumbrances”) held, on such date, by the Borrower and its Restricted Subsidiaries.

“Total Senior Secured Indebtedness” means, as of any date, the aggregate principal amount, determined on a consolidated basis, of (x) without duplication Indebtedness of the type specified in clauses (a), (b) and (g) of the definition thereof (other than Subordinated Indebtedness) of any Loan Party (other than Holdings) that is secured by a Lien on the assets of any such Loan Party and (y) without duplication Indebtedness of the type specified in clauses (a), (b) and (g) of the definition thereof of any Restricted Subsidiary that is not a Loan Party, in each case, outstanding as of such date, minus the amount of unrestricted cash and Permitted Investments that is not subject to any Lien (other than any Lien under the Loan Documents or Liens permitted by clauses (vi), (ix), (x), (xi) and (xiii) of Section 6.02 and Liens under clause (a) of the definition of “Permitted Encumbrances”) held, on such date, by the Borrower and its Restricted Subsidiaries.

“Tranche A Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make a Tranche A Term Loan hereunder on the Effective Date, expressed as an amount representing the maximum principal amount of the Tranche A Term Loan to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  The initial amount of each Lender’s Tranche A Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Tranche A Commitment, as applicable.  The initial aggregate amount of the Lenders’ Tranche A Commitments is $125,000,000.

“Tranche A Lender” means a Lender with a Tranche A Commitment or an outstanding Tranche A Term Loan.

“Tranche A Maturity Date” means the sixth anniversary of the Effective Date.

“Tranche A Term Loan” means a Loan made pursuant to Section 2.01(a).

“Tranche B Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make a Tranche B Term Loan hereunder on the Effective Date, expressed as an amount representing the maximum principal amount of the Tranche B Term Loan to be made by such Lender hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  The initial amount of each Lender’s Tranche B Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Tranche B Commitment, as applicable.  The initial aggregate amount of the Lenders’ Tranche B Commitments is $125,000,000.

“Tranche B Lender” means a Lender with a Tranche B Commitment or an outstanding Tranche B Term Loan.

“Tranche B Maturity Date” means the seventh anniversary of the Effective Date.

“Tranche B Term Loan” means a Loan made pursuant to Section 2.01(b).

“Transaction Costs” means the payment of fees, expenses and other costs in connection with the items described in clauses (a)-(f) of the definition of “Transactions.”

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“Transactions” means (a) the Merger and the other transactions contemplated by the Acquisition Documents, (b) the Equity Contributions and the rollover of the Rollover Equity, (c) the Repayment, (d) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder on the Effective Date, (e) the execution, delivery and performance by each Loan Party of the Bridge Loan Documents to which it is to be a party and the borrowing of the loans thereunder and (f) payment of the Transaction Costs on the Effective Date.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the LIBO Rate or the Alternate Base Rate.

“Unrestricted Subsidiary” means any Subsidiary of the Borrower designated by the Board of Directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 5.15(a) subsequent to the date hereof.

“USA Patriot Act” has the meaning set forth in Section 9.14.

“wholly owned” means with respect to any Person, a subsidiary of such Person all the outstanding Equity Interests of which (other than (x) directors’ qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable law) are owned by such Person and/or by one or more wholly owned subsidiaries of such Person.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in ERISA.

SECTION 1.02.            Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”).  Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

SECTION 1.03.            Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04.            Accounting Terms; GAAP.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP as in

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effect from time to time, provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision (including any definition) hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision (including any definition) hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

SECTION 1.05.            Pro Forma Calculations.  Notwithstanding anything to the contrary herein, the calculation of the Fixed Charge Coverage Ratio, the Senior Secured Leverage Ratio and the Leverage Ratio on any Calculation Date for any purpose under this Agreement shall be made on a Pro Forma Basis.

ARTICLE II

The Credits

SECTION 2.01.            Commitments.  Subject to the terms and conditions set forth herein, each Lender agrees (a) to make a Tranche A Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche A Commitment, (b) to make a Tranche B Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its Tranche B Commitment and (c) to make Revolving Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment; provided that no more than $5.0 million of Revolving Loans may be made on the Effective Date.  Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.  Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed.

SECTION 2.02.            Loans and Borrowings.

(a)           Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class.  The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder, provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b)           Subject to Section 2.14, each Revolving Borrowing and Term Loan Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith.  Each Swingline Loan shall be an ABR Loan.  Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c)           At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000.  At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that, notwithstanding

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the foregoing each Swingline Loan shall be not less than $250,000 and if greater than such amount shall be in an amount that is an integral multiple of $100,000.  Borrowings of more than one Type and Class may be outstanding at the same time.  There shall not at any time be more than a total of ten Eurodollar Borrowings outstanding.  Notwithstanding anything to the contrary herein, an ABR Revolving Borrowing or Swingline Loan may be in an aggregate amount, subject in the case of Swingline Loans to the limitations on the amounts thereof set forth in Section 2.04(a), (i) that is equal to the entire unused balance of the aggregate Revolving Commitments or (ii) that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e).

(d)           Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date, the Tranche A Maturity Date or the Tranche B Maturity Date, as applicable.

SECTION 2.03.            Requests for Borrowings.  To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 10 a.m., New York City time, one Business Day before the date of the proposed Borrowing.  Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower.  Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i)      whether the requested Borrowing is to be a Revolving Borrowing, a Tranche A Term Loan Borrowing or a Tranche B Term Loan Borrowing;

(ii)     the aggregate amount of such Borrowing;

(iii)    the date of such Borrowing, which shall be a Business Day;

(iv)    whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(v)     in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(vi)    the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.  Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04.            Swingline Loans.

(a)           Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period, in

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an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $10,000,000 or (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Commitments, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan.  Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b)           To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan.  Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan.  The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower.  The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower maintained with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c)           The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding.  Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate.  Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans.  Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans.  Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.  Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders.  The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender.  Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason.  The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

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SECTION 2.05.            Letters of Credit.

(a)           General.  Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account (or for the account of any of its Restricted Subsidiaries so long as the Borrower is a co-applicant), in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Revolving Availability Period.  In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.  All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof and, to the extent previously issued for the account of a Restricted Subsidiary of the Borrower, shall constitute an obligation of the Borrower pursuant to this Agreement.

(b)           Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.  To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.05(c)), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit.  If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit.  A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure shall not exceed $10,000,000 and (ii) the aggregate Revolving Exposures shall not exceed the aggregate Revolving Commitments.

(c)           Expiration Date.  Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) ten days prior to the Revolving Maturity Date; provided that at the option of the Issuing Bank any Letter of Credit having a tenor of one year or greater may provide for the renewal of such Letters of Credit for additional one year periods so long as such renewal period does not end after the date described in clause (ii).

(d)           Participations.  By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.  In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the  Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.05(e), or of any reimbursement payment required to be refunded to the Borrower for any reason.  Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and

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unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e)           Reimbursement.  If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower shall have received notice of such LC Disbursement; provided that, if such LC Disbursement is not less than $250,000, the Borrower may, subject to the conditions to borrowing set forth herein, request (and, if the Borrower fails to reimburse such LC Disbursement when due, the Borrower shall be deemed to have requested) in accordance with Section 2.04 that such LC Disbursement be financed with a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Swingline Loan.  If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof.  Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders.  Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear.  Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f)            Obligations Absolute.  The Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.05(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.05, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.  Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank, provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable

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law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or the Issuing Bank’s willful misconduct or gross negligence.  The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination.  In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g)           Disbursement Procedures.  The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit.  The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder, provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement in accordance with Section 2.05(e).

(h)           Interim Interest.  If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans, provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to Section 2.05(e), then Section 2.13(c) shall apply.  Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.05(e) to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i)            Replacement of the Issuing Bank.  The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent and the successor Issuing Bank.  The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank.  At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b).  From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require.  After the replacement of the Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j)            Cash Collateralization.  If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Collateral Agent, in the name of the Collateral Agent and for the benefit of the Lenders, an amount in cash equal to 105% the LC Exposure as of

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such date plus any accrued and unpaid interest thereon, provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(h) or (i).  The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b).  Each such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the Obligations of the Borrower under this Agreement.  The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.  Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest.  Interest or profits, if any, on such investments shall accumulate in such account.  Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement.  If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

(k)           Additional Issuing Banks.  The Borrower may at any time, and from time to time, designate one or more additional Lenders to act as an issuing bank under this Agreement with the consent of the Administrative Agent and, if Fifth Third Bank is an Issuing Bank, Fifth Third Bank (which consent, in each case, shall not be unreasonably withheld) and such Lender.  Any Lender designated as an issuing bank pursuant to this Section 2.05(k) shall be deemed to be and shall have all the rights and obligations of an “Issuing Bank” hereunder.

SECTION 2.06.            Funding of Borrowings.

(a)           Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, provided that Swingline Loans shall be made as provided in Section 2.04.  The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request, provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the Issuing Bank.

(b)           Unless the Administrative Agent shall have received notice from a Lender prior to the proposed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.06(a) and may, in reliance upon such assumption and in its sole discretion, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation

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or (ii) in the case of the Borrower, the interest rate applicable to such Borrowing.  If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.07.            Interest Elections.

(a)           Each Revolving Borrowing and Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or as designated by Section 2.03.  Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.07.  The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.  This Section 2.07 shall not apply to Swingline Borrowings, which may not be converted or continued.

(b)           To make an election pursuant to this Section 2.07, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election.  Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request signed by the Borrower.

(c)           Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)            the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)           the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)          whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv)          if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d)           Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

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(e)           If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall (i) in the case of a Revolving Borrowing, be converted to an ABR Borrowing and (ii) in the case of a Term Borrowing, be continued as a Eurodollar Borrowing with an Interest Period of one month.

(f)            Notwithstanding any contrary provision hereof, if a payment Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as such Event of Default is continuing, (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.08.            Termination and Reduction of Commitments.

(a)           Unless previously terminated, (i) the Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (iii) the Revolving Commitments shall terminate at the start of the Revolving Maturity Date.

(b)           The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments.

(c)           The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Section 2.08(b) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof.  Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof.  Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable, provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  Any termination or reduction of the Commitments of any Class shall be permanent.  Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

SECTION 2.09.            Repayment of Loans; Evidence of Debt.

(a)           The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Tranche A Term Loan of such Lender as provided in Section 2.10, (iii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Tranche B Term Loan of such Lender as provided in Section 2.10 and (iv) the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding.

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(b)           Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c)           The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d)           The entries made in the accounts maintained pursuant to Section 2.09(b) and (c) shall be prima facie evidence of the existence and amounts of the obligations recorded therein, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e)           Any Lender may request that Loans of any Class made by it be evidenced by a Note.  In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns).  Thereafter, the Loans evidenced by such Notes and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more Notes in such form payable to the order of the payee named therein (or, if such Note is a registered note, to such payee and its registered assigns).

SECTION 2.10.            Amortization of Term Loans.

(a)           Subject to adjustment pursuant to Section 2.10(d), the Borrower shall repay Tranche A Term Loan Borrowings on each date set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.10(d)):

Date	Amount
December 31, 2007	$	312,500
March 30, 2008	$	312,500
June 30, 2008	$	312,500
September 30, 2008	$	312,500
December 31, 2008	$	312,500
March 31, 2009	$	312,500
June 30, 2009	$	312,500
September 30, 2009	$	312,500
December 31, 2009	$	1,562,500
March 31, 2010	$	1,562,500
June 30, 2010	$	1,562,500
September 30, 2010	$	1,562,500
December 31, 2010	$	4,687,500
March 31, 2011	$	4,687,500
June 30, 2011	$	4,687,500
September 30, 2011	$	4,687,500
December 31, 2011	$	6,250,000

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Date	Amount
March 31, 2012	$	6,250,000
June 30, 2012	$	6,250,000
September 30, 2012	$	6,250,000
December 31, 2012	$	18,125,000
March 31, 2013	$	18,125,000
June 30, 2013	$	18,125,000
Tranche A Maturity Date	$	18,125,000

(b)           Subject to adjustment pursuant to Section 2.10(d), the Borrower shall repay Tranche B Term Loan Borrowings on each date set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.10(d)):

Date	Amount
December 31, 2007	$	312,500
March 30, 2008	$	312,500
June 30, 2008	$	312,500
September 30, 2008	$	312,500
December 31, 2008	$	312,500
March 31, 2009	$	312,500
June 30, 2009	$	312,500
September 30, 2009	$	312,500
December 31, 2009	$	312,500
March 31, 2010	$	312,500
June 30, 2010	$	312,500
September 30, 2010	$	312,500
December 31, 2010	$	312,500
March 31, 2011	$	312,500
June 30, 2011	$	312,500
September 30, 2011	$	312,500
December 31, 2011	$	312,500
March 31, 2012	$	312,500
June 30, 2012	$	312,500
September 30, 2012	$	312,500
December 31, 2012	$	312,500
March 31, 2013	$	312,500
June 30, 2013	$	312,500
September 30, 2013	$	312,500
December 31, 2013	$	312,500
March 31, 2014	$	312,500
June 30, 2014	$	312,500
Tranche B Maturity Date	$	116,562,500

(c)           To the extent not previously paid, all Tranche B Term Loans shall be due and payable on the Tranche B Maturity Date.  To the extent not previously paid, all Tranche A Term Loans shall be due and payable on the Tranche A Maturity Date.

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(d)           Any mandatory prepayment of a Term Loan Borrowing shall be applied to reduce, in the direct order of maturity, the scheduled repayments of the Term Loan Borrowings to be made pursuant to this Section 2.10 on the scheduled payment dates next following the date of such prepayment, unless and until each such scheduled repayment has been eliminated as a result of reductions hereunder.  Any optional prepayment of a Term Loan Borrowing shall be applied as directed by the Borrower to do one of the following: (i) to reduce in the direct order of maturity the scheduled repayments of the Term Loan Borrowings to be made pursuant to this Section 2.10, (ii) to reduce in the inverse order of maturity the scheduled repayments of the Term Loan Borrowings to be made pursuant to this Section 2.10 or (iii) to reduce ratably the remaining scheduled repayments of the Term Loan Borrowings.

SECTION 2.11.            Prepayment of Loans.

(a)           The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section 2.11.

(b)           In the event and on such occasion that the aggregate Revolving Exposures exceeds the aggregate Revolving Commitments, the Borrower shall prepay Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Collateral Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.

(c)           In the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, the Borrower or any Restricted Subsidiary in respect of any Prepayment Event, the Borrower shall, promptly after such Net Proceeds are received by Holdings, the Borrower or such Restricted Subsidiary (and in any event not later than the fifth Business Day after such Net Proceeds are received), prepay Term Loan Borrowings in an aggregate amount equal to 100% of such Net Proceeds; provided that in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event” (other than if the event generating such Net Proceeds is a disposition made pursuant to Section 6.05 (m)), if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower and the Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to acquire or replace real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Borrower and the Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate, except to the extent that the aggregate amount of such Net Proceeds that have not been so applied or contractually committed in writing by the end of such 365-day period (and, if so contractually committed in writing but not applied prior to the end of such 365-day period, applied within 180 days of the end of such period), promptly after which time a prepayment shall be required in an amount equal to such Net Proceeds.

(d)           Following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2008, the Borrower shall prepay Borrowings in an aggregate amount equal to:

(x)the excess of (A) 50% of Excess Cash Flow over (B) prepayments of Loans under Section 2.11(a) during such fiscal year (other than prepayments funded with the proceeds of incurrences of Indebtedness and in the case of prepayments of Revolving Loans only so long as the corresponding Commitments are reduced permanently) for any fiscal year for which the Leverage Ratio at the end of such fiscal year is greater than 5.00 to 1.00,

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(y)the excess of (A) 25% of Excess Cash Flow over (B) prepayments of Loans under Section 2.11(a) during such fiscal year for any fiscal year (other than prepayments funded with the proceeds of incurrences of Indebtedness and in the case of prepayments of Revolving Loans only so long as the corresponding Commitments are reduced permanently) for which the Leverage Ratio at the end of such fiscal year is less than or equal to 5.00 to 1.00 and greater than 4.00 to 1.00 and

(z)none of Excess Cash Flow for any fiscal year for which the Leverage Ratio at the end of such fiscal year is less than or equal to 4.00 to 1.00.

Each prepayment pursuant to this paragraph shall be made within five Business Days of the date on which financial statements are delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within 95 days after the end of such fiscal year).

(e)Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall determine in accordance with Section 2.10(d) the Borrowing or Borrowings to be prepaid and shall specify such determination in the notice of such prepayment pursuant to Section 2.11(f).

(f)The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment.  Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment, provided that if a notice of prepayment states that such notice is conditioned on the effectiveness of other credit facilities or the consummation of any other event, then such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment.  Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.  Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13 but shall in no event include premium or penalty.  All prepayments of Term Loans under this Section 2.11 shall be made pro rata amongst the Tranche A Term Loans and the Tranche B Term Loans outstanding at the time of such prepayment and then with respect to such Term Loans, in accordance with Section 2.10(d).  Notwithstanding the foregoing any Tranche B Lender may elect, by written notice to the Administrative Agent at least one Business Day prior to the prepayment date, to decline all or any portion of any prepayment of its Trance B Term Loans, pursuant to this Section 2.11, in which case the aggregate amount of the prepayment that would have been applied to prepay such Tranche B Term Loans, but was so declined shall be applied to prepay the Tranche A Term Loans then outstanding pro rata amongst all the Tranche A Term Loans outstanding , in accordance with Section 2.10(d) and, following repaying in full of all Tranche A Term Loans, such amount shall be retained by Borrower.

(g)All Swap Agreements, if any, between Borrower and any of the Lenders or their respective affiliates are independent agreements governed by the written provisions of said Swap

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Agreements, which will remain in full force and effect, unaffected by any repayment, prepayment, acceleration, reduction, increase or change in the terms of the Loans, except as otherwise expressly provided in said written Swap Agreements, and any payoff statement from the Lenders relating to the Loans shall not apply to said Swap Agreements except as otherwise expressly provided in such payoff statement.

SECTION 2.12.Fees.

(a)The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which the aggregate Revolving Commitments terminate.  Accrued commitment fees shall be payable in arrears in respect of the Revolving Commitments on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof.  All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  For purposes of computing commitment fees with respect to Revolving Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).

(b)The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at a rate equal to 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.  Participation fees and fronting fees shall be payable on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Effective Date, provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand.  Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand.  All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c)The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(d)All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders entitled thereto.  Fees paid shall not be refundable under any circumstances.

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SECTION 2.13.Interest.

(a)The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)The Loans comprising each Eurodollar Borrowing shall bear interest at the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c)Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.13 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided in Section 2.13(a).

(d)Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments, provided that (i) interest accrued pursuant to Section 2.13(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e)All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  The applicable Alternate Base Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.14.Alternate Rate of Interest.  If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a)the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period; or

(b)the Administrative Agent is advised by the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

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SECTION 2.15.Increased Costs.

(a)If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the LIBO Rate) or the Issuing Bank; or

(ii)impose on any Lender or the Issuing Bank or the London interbank market any other condition (other than attributable to Taxes or Other Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or the Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.

(b)If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c)The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurodollar funds or deposits, additional interest on the unpaid principal amount of each Eurodollar Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurodollar Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent, and which notice shall specify the Statutory Reserve Rate, if any, applicable to such Lender) of such additional interest or cost from such Lender.  If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

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(d)A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in Section 2.15(a), (b) or (c) shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender or the Issuing Bank, as applicable, the amount shown as due on any such certificate within 10 days after receipt thereof.

(e)Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 2.15 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor, provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.16.Break Funding Payments.  In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan or Term Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(f) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.  In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market.  A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.  Notwithstanding the foregoing, no additional amounts shall be due and payable pursuant to this Section 2.16 to the extent that on the relevant due date the Borrower deposits in a Prepayment Account an amount equal to any payment of Eurodollar Loans otherwise required to be made on a date that is not the last day of the applicable Interest Period; provided that on the last day of the applicable Interest Period, the Administrative Agent shall be authorized, without any further action by or notice to or from the Borrower or any other Loan Party, to apply such amount to the prepayment of such Eurodollar Loans.  For purposes of this Agreement, the term “Prepayment Account” shall mean a non-interest bearing account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the right of withdrawal for application in accordance with this Section 2.16.  Anything to the contrary contained herein notwithstanding, no Lender nor any Participant is required to match fund any Obligation and the provisions of this Section 2.16 shall apply as if match funding had occurred by acquiring Eurodollar deposits for each Interest Period in the amount of the applicable Eurodollar Loans.

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SECTION 2.17.Taxes.

(a)Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes, provided that if any Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) the Administrative Agent, Lender or Issuing Bank (as applicable) receives an amount equal to the amount it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)In addition, the applicable Loan Party shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)The applicable Loan Party shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as applicable, on or with respect to any payment by or on account of any obligation of the Borrower hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate setting forth in reasonable detail the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

(d)As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, if any, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the United States, or any treaty to which the United States is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), on or prior to the Effective Date in the case of each Foreign Lender that is a signatory hereto, and on the date of assignment pursuant to which it becomes a Lender in the case of each other Lender and from time to time thereafter as reasonably requested by either of the Borrower or the Administrative Agent, such properly completed, original and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate.  Each Lender that is a U.S. Person within the meaning of Section 7701(a)(30) of the Code on or prior to the date of its execution and delivery of this Agreement, on or prior to the date on which it becomes a Lender, in the case of an assignee, and from time to time thereafter if requested in writing by the Borrower or the Administrative Agent, shall provide the Borrower and the Administrative Agent with duplicate executed originals of Internal Revenue Service Form W-9, or any successor form, certifying that such Lender is entitled to exemption from United States backup withholding tax.

(f)If the Administrative Agent or a Lender determines, in its reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the

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Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority.  This Section 2.17 shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.  Notwithstanding anything contained herein to the contrary, in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrower the payment of which would place such Administrative Agent or Lender in a less favorable net after-tax position than such Lender would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

(g)To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax.  If the Internal Revenue Service or any authority of the U.S. or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties and interest, together with all expenses incurred.

SECTION 2.18.Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a)The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff or counterclaim.  Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent at its offices at 4 World Financial Center, 250 Vesey Street New York, NY  10080, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein.  The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.  If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.  All payments under each Loan Document shall be made in dollars.

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(b)If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c)If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans, Tranche A Term Loans, Tranche B Term Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans, Tranche A Term Loans, Tranche B Term Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans, Tranche A Term Loans, Tranche B Term Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Tranche A Term Loans, Tranche B Term Loans and participations in LC Disbursements and Swingline Loans, provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).  The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption and in its sole discretion, distribute to the Lenders or the Issuing Bank, as applicable, the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as applicable, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e)If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(a), 2.18(d) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

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SECTION 2.19.Mitigation Obligations; Replacement of Lenders.

(a)If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as applicable, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a material reduction in such compensation or payments.  A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.20.Incremental Extensions of Credit.  At any time during the Revolving Availability Period, subject to the terms and conditions set forth herein, the Borrower may at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to add additional term loans or additional revolving commitments (together, the “Incremental Extensions of Credit”) in minimum principal amounts of $5,000,000; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount set forth below; provided, further, that (x) immediately prior to and after giving effect to any Incremental Facility Amendment (as defined below), no Event of Default has occurred or is continuing or shall result therefrom, (y) the Senior Secured Leverage Ratio on a Pro Forma Basis as of the last day of the most recent period in respect of which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Restricted Subsidiaries are available) shall not exceed a ratio that is 0.25 less than the ratio specified in Section 6.12 for such last day (it being understood that if such last day is prior to March 31, 2008, then the ratio specified for March 31, 2008 under Section 6.12 shall be deemed to be the ratio specified in Section 6.12 for such last day) and (z) the Borrower shall have delivered to the Administrative Agent an officer’s certificate to the effect set forth in clauses (x) and (y) above.  The Incremental Extensions of Credit:

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(a)shall be in an aggregate principal amount not exceeding $50,000,000 since the Effective Date, and

(b)shall rank pari passu in right of payment and right of security with the Revolving Loans and Term Loans in respect of the Collateral;

provided that (i) the Incremental Extensions of Credit in the form of term loans shall not have a final maturity date earlier than the Tranche B Maturity Date, (ii) the Incremental Extensions of Credit in the form of revolving loans shall not have a final maturity date earlier than the Revolving Maturity Date, (iii) the Incremental Extensions of Credit in the form of term loans shall not have a weighted average life that is shorter than that of the then-remaining weighted average life of the existing Tranche B Term Loans (without giving effect to any reductions of such weighted average life caused by voluntary or mandatory prepayments of Tranche B Term Loans pursuant to Section 2.11) and (iv) the Incremental Extensions of Credit shall be, in the case of revolving loan extensions, on the terms and pursuant to the documentation applicable to the Revolving Loans.  The Borrower shall by written notice offer each Lender (an “Existing Lender”) the opportunity for no less than ten (10) Business Days after delivery of the notice to commit to provide its pro rata portion (based on the amount of its outstanding Tranche A Term Loans, Tranche B Term Loans or outstanding Revolving Loans and unused Revolving Commitments, as applicable, on the date of such notice) of any requested Incremental Extension of Credit, provided that no Existing Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees.  Any additional bank, financial institution, Existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent and, in the case of Incremental Extensions of Credit in the form of revolving loans, the Issuing Bank (any such bank, financial institution, Existing Lender or other Person being called an “Additional Lender”) and shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section 2.20 and, as appropriate, the other Loan Documents and executed by the Borrower, each Additional Lender and the Administrative Agent.  Commitments in respect of Incremental Extensions of Credit shall be Commitments under this Agreement.  An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.20 (including voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)).  The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.02 shall be deemed to refer to the Incremental Facility Closing Date).  The proceeds of the Incremental Extensions of Credit shall be used for working capital and general corporate purposes (including Permitted Acquisitions).

ARTICLE III

Representations and Warranties

The Borrower and Holdings represent and warrant to the Lenders (it being understood and agreed that the representations and warranties made on or prior to the Effective Date are deemed made concurrently with, and after giving effect to, the consummation of the Transactions on the Effective Date) that:

SECTION 3.01.Organization; Power.  Each Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) except where the

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failure to do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect, (i) has the power and authority and all governmental rights, qualifications, approvals, authorizations, permits, accreditations, Reimbursement Approvals, licenses and franchises material to the business of the Borrower and the Subsidiaries taken as a whole that are necessary to own its assets, to carry on its business as now conducted and as proposed to be conducted and to execute, deliver and perform its obligations under each Loan Document to which it is a party and (ii) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02.Authorization; Enforceability.  The Transactions to be entered into by each Loan Party have been duly authorized by all necessary corporate or other action and, if required, stockholder action.  This Agreement has been duly executed and delivered by each of Holdings and the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan Party, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03.Governmental Approvals; No Conflicts.  Except as set forth in Schedule 3.03 the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except those that are required or permitted to be obtained following consummation of the Transactions, the absence of which individually or in the aggregate are not reasonably likely to result in a Material Adverse Effect and filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirement of Law applicable to Holdings, the Borrower or any of the Subsidiaries, as applicable, except as is not reasonably likely to result in, individually or in the aggregate, a Material Adverse Effect, (c) will not violate or result in a default under any indenture or other material agreement or instrument binding upon Holdings, the Borrower or any of the Subsidiaries or its assets, except as is not reasonably likely to result in, individually or in the aggregate, a Material Adverse Effect, (d) will not result in a Limitation on any right, qualification, approval, permit, accreditation, authorization, Reimbursement Approval, license or franchise or authorization granted by any Governmental Authority, Third Party Payor or other Person applicable to the business, operations or assets of the Borrower or any of the Subsidiaries or adversely affect the ability of the Borrower or any of the Subsidiaries to participate in any Third Party Payor Arrangement except for Limitations, individually or in the aggregate, as are not reasonably likely to result in a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrower or any of the Subsidiaries, except Liens created under the Loan Documents.  There is no pending or, to the knowledge of the Borrower, threatened Limitation by any Governmental Authority, Third Party Payor or any other Person of any right, qualification, approval, permit, authorization, accreditation, Reimbursement Approval, license or franchise of the Borrower, or any Subsidiary, except for such Limitations, individually or in the aggregate, as are not reasonably likely to result in a Material Adverse Effect.  No certifications by any Governmental Authority or any Third Party Payor are required for operation of the business of the Borrower and the Subsidiaries that are not in place, except for such certifications or agreements, the absence of which do not materially and adversely affect the operation of the business.

SECTION 3.04.Financial Condition; No Material Adverse Change.

(a)The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows as of and for the fiscal years ended December 31, 2004, December 31, 2005, and

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December 31, 2006, reported on by Ernst & Young LLP, independent public accountants.  Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied.

(b)The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of June 30, 2007 prepared giving effect to the Transactions as if the Transactions had occurred on such date.  Such pro forma consolidated balance sheet (i) has been prepared in good faith based on assumptions (which are believed by the Borrower to be reasonable), (ii) accurately reflects all adjustments necessary to give effect to the Transactions and (iii) presents fairly, in all material respects, the pro forma financial position of the Borrower and its subsidiaries as of June 30, 2007 as if the Transactions had occurred on such date.

(c)No event, change, condition or state of facts has occurred that has resulted in, or is reasonably likely to result in, individually or in the aggregate, a Material Adverse Effect since December 31, 2006.

SECTION 3.05.Properties.

(a)Each of Holdings, the Borrower and the Subsidiaries has good title to, or valid leasehold interests in, all its real property material to its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, free and clear of all Liens, except for Liens expressly permitted pursuant to Section 6.02.

(b)Schedule 3.05 sets forth the address of each real property owned by any of the Loan Parties as of the Effective Date after giving effect to the Transactions.

SECTION 3.06.Litigation.  Except as set forth on Schedule 3.06, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings and the Borrower, threatened against or affecting Holdings, the Borrower or any Subsidiary that would reasonably be likely to, individually or in the aggregate, (i) result in a Material Adverse Effect or (ii) adversely affect in any material respect the ability of the Loan Parties to consummate the Transactions or the other transactions contemplated hereby.

SECTION 3.07.Compliance with Laws.  Except as is not reasonably likely to result in, individually or in the aggregate, a Material Adverse Effect, each of Holdings, the Borrower and the Subsidiaries is in compliance with all Requirements of Law applicable to it or its property.

SECTION 3.08.Investment Company Status.  No Loan Party is required to be registered as an “investment company” as defined in the Investment Company Act of 1940, as amended.

SECTION 3.09.Taxes.  Each of Holdings, the Borrower and the Subsidiaries has timely filed or caused to be filed all Federal income and other material income Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes shown to be due and payable on such returns or on any assessments made by it, including in their capacity as withholding agent, except any Taxes that are being contested in good faith by appropriate proceedings for which Holdings, the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or to the extent that the failure to pay such Taxes so is not reasonably likely, individually or in the aggregate, to result in a Material Adverse Effect.  Each of Holdings, the Borrower and the Subsidiaries has made adequate provision in accordance with GAAP for all Taxes not yet due and payable.  None of

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Holdings, the Borrower and the Subsidiaries is aware of any proposed or pending Tax assessment, deficiency or audit that would reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

SECTION 3.10.            ERISA.  No ERISA Event has occurred, or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, is reasonably likely, individually or in the aggregate, to result in a Material Adverse Effect.  Except as would not be reasonably likely, individually or in the aggregate, to result in a Material Adverse Effect, the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair value of the assets of such Plan.  Except as would not be reasonably likely to result in, individually or in the aggregate, a Material Adverse Effect, each employee benefit plan maintained or contributed to by the Borrower or any Subsidiary and each Plan is in compliance with the applicable provisions of ERISA and the Code.  Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each ERISA Affiliate to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, are not reasonably likely, individually or in the aggregate, to result in a Material Adverse Effect.

SECTION 3.11.            Disclosure.  Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished and taken as a whole) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided that the foregoing shall not apply to any projected financial information, and with respect to such projected financial information, Holdings and the Borrower represent only that such information was prepared in good faith based upon assumptions believed by them to be reasonable at the time delivered and as of the Effective Date.

SECTION 3.12.            Subsidiaries.  After giving effect to the Merger, as of the Effective Date, Holdings does not have any subsidiaries other than the Borrower and the Subsidiaries and Inactive Subsidiaries listed on Schedule 3.12.  Schedule 3.12 sets forth the name of, and the ownership or beneficial interest of Holdings in, each subsidiary, including the Borrower, and identifies each Subsidiary that is a Subsidiary Loan Party, in each case as of the Effective Date.

SECTION 3.13.            [Reserved].

SECTION 3.14.            Labor Matters.  As of the Effective Date, there are no strikes, lockouts or slowdowns against Holdings, the Borrower or any Subsidiary pending or, to the knowledge of Holdings and the Borrower, threatened, that would reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

SECTION 3.15.            Solvency.  Immediately after the consummation of the Transactions to occur on the Effective Date, (a) the fair value of the assets of the Loan Parties, taken as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of the Loan Parties, taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as

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such debts and other liabilities become absolute and matured, (c) the Loan Parties, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (d) the Loan Parties, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Effective Date, in each case after giving effect to any rights of indemnification, contribution or subrogation arising among the Subsidiary Loan Parties pursuant to the Collateral Agreement or by law.

SECTION 3.16.            [Reserved].

SECTION 3.17.            Reimbursement from Third Party Payors.  The accounts receivable of Holdings, the Borrower and the Subsidiaries have been and will continue to be adjusted in all material respects to reflect the reimbursement policies required by all applicable Requirements of Law and other Third Party Payor Arrangements to which Holdings, the Borrower or such Subsidiary is subject, and do not exceed in any material respect amounts the Borrower or such Subsidiary is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to usual charges.

SECTION 3.18.            Fraud and Abuse; Licenses.  To the knowledge of the Borrower and Holdings, none of Holdings, the Borrower or any Subsidiary, nor any of their respective partners, members, stockholders, officers or directors, acting on behalf of Holdings, the Borrower or any Subsidiary, have engaged on behalf of Holdings, the Borrower or any Subsidiary in any activities that are prohibited under 42 U.S.C. § 1320a-7, 42 U.S.C. § 1320a-7a, 42 U.S.C. § 1320a-7b, 42 U.S.C. § 1395nn, 31 U.S.C. § 3729 et seq., or the regulations promulgated thereunder, or related Requirements of Law, or under any similar state law or regulation, or that are prohibited by binding rules of professional conduct, including (a) knowingly and willfully making or causing to be made a false statement or misrepresentation of a material fact in any application for any benefit or payment, (b) knowingly and willfully making or causing to be made any false statement or misrepresentation of a material fact for use in determining rights to any benefit or payment, (c) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently, (d) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (i) 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, pursuant to any Third Party Payor Arrangement to which the foregoing rules and regulations apply or (ii) in return for purchasing, leasing or ordering or arranging for or recommending purchasing, leasing or ordering any good, facility, service or item for which payment may be made, in whole or in part, pursuant to any Third Party Payor Arrangement to which the foregoing rules and regulations apply and (e) making any prohibited referral for designated health services, or presenting or causing to be presented a claim or bill to any individual, Third Party Payor or other entity for designated health services furnished pursuant to a prohibited referral.  Neither Holdings, the Borrower nor any Subsidiary shall be considered to be in breach of this Section 3.18 so long as (a) it shall have taken such actions (including implementation of appropriate internal controls) as may be reasonably necessary to prevent such prohibited actions and (b) such prohibited actions as have occurred, individually or in the aggregate, are not reasonably likely result in a Material Adverse Effect.

The facilities operated by the Borrower and its Subsidiaries are qualified for participation in the Government Programs in which they participate, and comply in all material respects with the conditions of participation in all Government Programs in which they participate or have participated, except for the fact that facilities newly developed by any such Person may from time to time be awaiting an initial Medicare certification and/or initial Medicare or Medicaid provider number in accordance with customary processing and certification timeframes of such Government Programs.  There is no pending or, to

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the Borrower’s and Holdings’ knowledge, threatened proceeding or investigation by any of the Government Programs with respect to (i) the Borrower’s or any Subsidiary’s qualification or right to participate in any Government Program in which it participates or has participated, (ii) the compliance or non-compliance by any such Person with the terms or provisions of any Government Program in which it participates or has participated, or (iii) the right of any such Person to receive or retain amounts received or due or to become due from any Government Program in which it participates or has participated, which proceeding or investigation, together with all other such proceedings and investigations, would be reasonably likely to result in a Material Adverse Effect.

SECTION 3.19.            Margin Regulations.  The Borrower is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates such Regulation U.

SECTION 3.20.            [Reserved].

SECTION 3.21.            Intellectual Property; Licenses, Etc.  Holdings, the Borrower and each of its Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, without conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, are not reasonably likely to result in a Material Adverse Effect.  Holdings, the Borrower and its Subsidiaries in the operation of their respective businesses as currently conducted do not infringe upon any rights held by any Person except for such infringements, individually or in the aggregate, which are not reasonably likely to result in a Material Adverse Effect.  No claim or litigation regarding any of the IP Rights, owned by Holdings, the Borrower and each of its Subsidiaries, is pending or, to the knowledge of the Borrower and Holdings, threatened against Holdings, the Borrower or any of its Subsidiaries, which, either individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect.

Except pursuant to licenses and other user agreements entered into by each Loan Party in the ordinary course of business, on and as of the date hereof (i) each Loan Party owns and possesses the right to use, and has done nothing to authorize or enable any other Person to use, any copyright, patent or trademark listed in Schedule 9(a) or 9(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 9(a) or 9(b) to the Perfection Certificate are valid and in full force and effect, except, in each case, to the extent failure to own or possess such right to use or of such registrations to be valid and in full force and effect is not reasonably likely, individually or in the aggregate, to result in a Material Adverse Effect.

SECTION 3.22.            Security Documents.

(a)           Security Agreement.  The Security Documents (other than the Mortgages) are effective to create in favor of the Collateral Agent for the benefit of the Lenders, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Documents), the Liens created

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by the Security Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements or possession or control, as applicable, and to the extent required by the Security Documents, in each case subject to no Liens other than Liens permitted hereunder.

(b)           PTO Filing; Copyright Office Filing.  When the Collateral Agreement or a short form thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, the Liens created by the Collateral Agreement shall, to the extent allowed by law, constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder (to the extent intended to be created thereby) in Patents and Trademarks (each as defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted hereunder (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered Patents, Trademarks and Copyrights acquired by the grantors thereof after the Effective Date).

(c)           Valid Liens.  Each Security Document (other than the Mortgages) delivered pursuant to Sections 5.12 and 5.13 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Lenders, legal, valid and enforceable Liens on, and security interests in (to the extent intended to be created thereby), all of the Loan Parties’ right, title and interest in and to the Collateral thereunder and (i) when all appropriate filings, recordings, registrations or notifications are made as may be required under applicable law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any such Security Document), such Security Document will constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the Loan Parties in such Collateral to the extent perfection can be obtained by filing financing statements or possession or control, as applicable, and to the extent required by the Security Documents, in each case subject to no Liens other than Liens permitted hereunder.

(d)           Mortgages. Each Mortgage is effective to create, in favor of the Collateral Agent, for the benefit of the Lenders, legal, valid and enforceable first priority Liens on, and security interests in, all of the right, title and interest of the Loan Party that is a party thereto in and to the Mortgaged Property described therein, subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent, and when such Mortgage is filed in the applicable offices (or, in the case of any Mortgage executed and delivered after the date hereof in accordance with the provisions of Sections 5.12 and 5.13, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.12 and 5.13), such Mortgage shall constitute fully perfected Liens on, and security interests in, all right, title and interest of such Loan Party in the Mortgaged Property.

SECTION 3.23.            Environmental Compliance.

(a)           Except with respect to any matters that, individually or in the aggregate, are not reasonably likely to result in a Material Adverse Effect, neither Holdings, the Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Environmental Permit or to provide any notification required under any Environmental Law or has become subject to any Environmental Liability or is conducting or financing any investigation, response or corrective

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action pursuant to any Environmental Law at any location; or (ii) knows of any basis for Environmental Liability.

(b)           Except as not reasonably likely to result in, individually or in the aggregate, a Material Adverse Effect, to the Borrowers knowledge, (i) none of the properties currently or formerly owned, leased or operated by Holdings, the Borrower or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous state or local list or is adjacent to any such property; (ii) there has been no Release of Hazardous Materials by any Person on any property currently or formerly owned, leased or operated by Holdings, the Borrower or any of its Subsidiaries and there has been no Release of Hazardous Materials by Holdings, the Borrower or any of its Subsidiaries at any other location.

(c)           To the Borrowers knowledge, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by Holdings, the Borrower or any of its Subsidiaries have been disposed of in a manner not reasonably likely to result in, individually or in the aggregate, a Material Adverse Effect.

ARTICLE IV

Conditions

SECTION 4.01.            Effective Date.  The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived):

(a)           The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b)           The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Davis Polk & Wardwell, special New York counsel for Holdings and the Borrower, substantially in the form of Exhibit B-1 and (ii) Waller Lansden Dortch & Davis, LLP, special Tennessee counsel for Holdings and the Borrower, substantially in the form of Exhibit B-2.

(c)           The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.

(d)           The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer, confirming compliance with the condition set forth in paragraph (a) of Section 4.02 (subject to the provisions set forth in Section 4.02(a)).

(e)           The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.

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(f)            The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by a Financial Officer, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released, provided that the Collateral Agent may, in its reasonable judgment, grant extensions of time for compliance with the Collateral and Guarantee Requirement by any Loan Party.

(g)           The Administrative Agent shall have received evidence that the insurance required by Section 5.07 is in effect.

(h)           The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer, confirming that since April 24, 2007, there has not been any change, event, condition, circumstance or state of facts, individually or in the aggregate, that has had or could reasonably be expected to have a Company Material Adverse Effect (as defined in the Merger Agreement as in effect on April 24, 2007).

(i)            The Lenders shall have received (i) audited consolidated and consolidating balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for fiscal year 2006 (without any qualified audit opinion thereon) and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for each subsequently completed fiscal quarter (commencing with the fiscal quarter ended March 31, 2007) ended at least 45 days prior to the Effective Date, which financial statements described in clauses (i) and (ii) shall be prepared in accordance with GAAP.

(j)            The Transactions shall have been consummated or shall be consummated substantially simultaneously with the Effective Date in accordance with the Merger Agreement (in each case without giving effect to any amendments, modifications or waivers to or of such documents that are materially adverse to the Lenders not approved by the Arrangers).

(k)           The Equity Contributions shall have been made.

(l)            The consummation of the Transactions shall comply in all respects with the terms of the Bridge Loan Documents and the Bridge Loan Credit Agreement shall have been entered into substantially simultaneously with the Effective Date.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

SECTION 4.02.            Each Credit Event.  The obligation of each Lender to make any Loan and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:

(a)           The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects  (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty (as so qualified) shall be true and correct in all

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respects) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty (as so qualified) shall be true and correct in all respects) as of such earlier date); provided that the only representations relating to the Borrower or its Subsidiaries and their businesses, the accuracy of which shall be a condition to availability on the Effective Date shall be those in Sections 3.01, 3.02, 3.08 and 3.19.

(b)           At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.

Each Borrowing (provided that a conversion or continuation of a Borrowing shall not constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section 4.02.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts then due and payable under any Loan Document shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each of Holdings and the Borrower covenants and agrees with the Lenders that:

SECTION 5.01.            Financial Statements and Other Information.    The Borrower will furnish to the Administrative Agent (for distribution to each Lender):

(a)           within 90 days (or such shorter period as the SEC shall specify for the filing of annual reports on Form 10-K if the Borrower is subject to the reporting requirements of the Exchange Act) after the end of each fiscal year of the Borrower commencing with the fiscal year ended December 31, 2007, (i) its audited consolidated balance sheet and consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal year, and the related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing or otherwise reasonably satisfactory to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (ii) a “management’s discussion and analysis of financial condition and results of operations” that describes the financial condition and results of operations of the Borrower and its consolidated Subsidiaries;

(b)           within 45 days (or such shorter period as the SEC shall specify for the filing of quarterly reports on Form 10-Q if the Borrower is subject to the reporting requirements of the

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Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year of the Borrower commencing with the fiscal quarter ending September 30, 2007, (i) its unaudited consolidated balance sheet and consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then-elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) if at any time the Borrower is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a “management’s discussion and analysis of financial condition and results of operations” that describes the financial condition and results of operations of the Borrower and its consolidated Subsidiaries;

(c)           concurrently with any delivery of financial statements under Section 5.01(a) or (b), a certificate of a Financial Officer (i) certifying to his or her knowledge as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth (A) reasonably detailed calculations demonstrating compliance with Section 6.12 (including any exercise of the rights set forth in Section 7.02), and showing a calculation of the Leverage Ratio for purposes of determining the Applicable Rate and (B) in the case of financial statements delivered under Section 5.01(a) and if the Leverage Ratio is greater than 3.50 to 1.0 as of the last day of the applicable fiscal year, reasonably detailed calculations of Excess Cash Flow for the applicable period, (iii) certifying as to the calculation of Consolidated EBITDA on a Pro Forma Basis for the four fiscal quarter period ending on the date of such financial statements and accompanied by reasonably detailed supporting evidence, and (iv) certifying as to the applicable Senior Secured Leverage Ratio, accompanied by reasonably detailed supporting evidence;

(d)           concurrently with any delivery of financial statements under Section 5.01(a), a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Event of Default due to any failure to comply with Section 6.12 and, if such knowledge has been obtained, describing such Event of Default (which certificate may be limited to the extent required by accounting policies, rules or guidelines);

(e)           within 45 days after the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and consolidated statements of projected operations and cash flows as of the end of and for such fiscal year) and, promptly when available, any material revisions of such budget approved by the Board of Directors of Borrower;

(f)            promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC or with any national securities exchange, as applicable;

(g)           simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 5.01(a) and 5.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; and

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(h)           promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.

Documents required to be delivered pursuant to Section 5.01(a), (b) or (f) may (to the extent any such documents are included in materials otherwise filed with the SEC) be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 5.01 or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender.  Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the certificate of the Financial Officer required by Section 5.01(c) to the Administrative Agent.  Except for such certificate of the Financial Officer, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

SECTION 5.02.            Notices of Material Events.  Holdings and the Borrower will furnish to the Administrative Agent (for distribution to each Lender), through the Administrative Agent, written notice of the following promptly after obtaining knowledge thereof:

(a)           the occurrence of any Default or Event of Default; and

(b)           the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Holdings, the Borrower or any Subsidiary that is reasonably likely to result in a Material Adverse Effect.

Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03.            Information Regarding Collateral.  The Borrower will furnish to the Collateral Agent prompt written notice (but in no event later than 30 days) of any change (i) in any Loan Party’s correct legal name, (ii) in the jurisdiction of incorporation or organization of any Loan Party or (iii) in any Loan Party’s organizational identification number.  The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral to the extent required by the Security Documents.

SECTION 5.04.            Existence; Conduct of Business.  Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, permits, approvals, accreditations, authorizations, Reimbursement Approvals, licenses, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent the failure

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to do so could not reasonably be expected to have a Material Adverse Effect and provided that the foregoing shall not prohibit any merger, consolidation, liquidation, dissolution or asset sales or other dispositions permitted under Section 6.03 or 6.05.

SECTION 5.05.            Payment of Obligations.  Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries to, pay its Tax liabilities, before the same shall become delinquent or in default, except where (i) (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (c) such contest effectively suspends the enforcement of any Lien securing such obligation or (ii) the failure to make such payment is not reasonably likely to, individually or in the aggregate, result in a Material Adverse Effect.

SECTION 5.06.            Maintenance of Properties.  Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear and fire or other casualty excepted, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.07.            Insurance.  Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries to, maintain, with financially sound and reputable insurance companies (which may include self-insurance), (a) insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required to be maintained pursuant to the Security Documents.

SECTION 5.08.            [Reserved].

SECTION 5.09.            Books and Records; Inspection and Audit Rights.  Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries to, keep proper books of record and account in which full, true and correct (in all material respects) entries are made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated financial statements of the Borrower in accordance with GAAP.  Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties during normal business hours, to examine and make extracts from its books and records, including any information relating to actual or potential compliance with or liability under Environmental Laws, and to discuss its affairs, finances and condition with its officers and independent accountants (provided that the Borrower shall be provided the opportunity to participate in any such discussions with its independent accountants), all at such reasonable times and as often as reasonably requested.

SECTION 5.10.            Compliance with Laws.  Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries to comply with all Requirements of Law (except in such instances in which such Requirement of Law is being contested by appropriate proceedings diligently conducted), including ERISA and Environmental Laws, applicable to it, its operations and all property owned, operated and leased by any of them, except where the failure to do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect.

SECTION 5.11.            Use of Proceeds and Letters of Credit.  The proceeds of the Tranche A Term Loans, Tranche B Term Loans and any Revolving Loans borrowed on the Effective Date will be used by the Borrower on the Effective Date solely for (a) first, the payment of the Transaction Costs, (b)

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second, the payment of all principal, interest, fees and other amounts outstanding under the Existing Credit Facility, and (c) third, together with the Equity Contributions and cash on hand of the Borrower, the payment of the Merger Consideration.  The proceeds of the Revolving Loans (except as described above), Swingline Loans and Letters of Credit will be used only for working capital and for other general corporate purposes (including Permitted Acquisitions).  No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X.

SECTION 5.12.            Additional Subsidiaries.  If any additional wholly owned Restricted Subsidiary is formed or acquired after the Effective Date (or if any wholly owned Immaterial Subsidiary or Specified Subsidiary that is not a Subsidiary Loan Party ceases to qualify as an Immaterial Subsidiary or Specified Subsidiary, as applicable) the Borrower will, promptly and in any event within 30 days of such event, notify the Collateral Agent and the Administrative Agent thereof and within 60 days of such event cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Subsidiary Loan Party) and with respect to any Equity Interest in such wholly owned Restricted Subsidiary owned by any Loan Party; provided that the Collateral Agent may, in its reasonable judgment, grant extensions of time for compliance, or exceptions from compliance, with the provisions of this paragraph by any Restricted Subsidiary.

SECTION 5.13.            Further Assurances.

(a)           Holdings and the Borrower will, and will cause each Subsidiary Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties.  Each of Holdings and the Borrower also agrees to provide to the Collateral Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

(b)           If any material assets (including any real property (other than any leased real property), other than any owned real property with a fair value of less than $5,000,000), are acquired by the Borrower or any Subsidiary Loan Party after the Effective Date (other than assets constituting Collateral under the Collateral Agreement that become subject to the Lien in favor of the Collateral Agent upon acquisition thereof), the Borrower will promptly notify the Administrative Agent and the Lenders thereof and, if requested by the Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to the Lien of the Security Documents securing the Obligations and will take, and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.13(a), all at the expense of the Loan Parties, all within 90 days of such request, provided that the Collateral Agent may, in its reasonable judgment, grant extensions of time for compliance or exceptions with the provisions of this paragraph by any Loan Party.  Notwithstanding anything to the contrary in this Agreement or any Security Document, no Loan Party shall be required to pledge or grant security interests in particular assets if, in the reasonable judgment of the Administrative Agent or the Collateral Agent, the costs of creating or perfecting such pledges or security interests in such assets (including any mortgage, stamp, intangibles or other Tax) are excessive in relation to the benefits to the Lenders therefrom

SECTION 5.14.            Environmental Matters.  Except to the extent that the failure to do so is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, Holdings and

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the Borrower will (a) comply, and take all reasonable actions to cause its lessees to comply with all applicable Environmental Laws and Environmental Permits; (b) obtain and renew all Environmental Permits necessary for its operations and necessary for its ownership or leasing of its properties; and (c) in each case to the extent Holdings, the Borrower or any Restricted Subsidiary is required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up Hazardous Materials at, on, under or emanating from any affected property, in accordance with the requirements of such Environmental Laws.

SECTION 5.15.            Designation of Subsidiaries.

(a)           The Borrower may at any time after the Effective Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation on a Pro Forma Basis, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant as of the last day of the most recent period in respect of which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period for which financial statements of the Borrower and its Restricted Subsidiaries are available); it being understood that if such last day is prior to March 31, 2008, then the ratio specified for March 31, 2008 under Section 6.12 shall be deemed to apply (it being understood that as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if (A) it is a “Restricted Subsidiary” for the purpose of the Bridge Loan Credit Agreement or any other Indebtedness of Holdings or the Borrower or (B) the Borrower or any Restricted Subsidiary provides any Guarantee or credit support of any kind, including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness (other than the pledge of Equity Interests of Unrestricted Subsidiaries) of any Indebtedness of such Unrestricted Subsidiary or is directly or indirectly liable on such Indebtedness, as a guarantor or otherwise or any Indebtedness of such Unrestricted Subsidiary contains a default that would permit, upon notice, lapse of time or both, any holder of any Indebtedness of Borrower or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, and (iv) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.15(a) prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary), together with the amount of all Investments outstanding pursuant to Section 6.04(i) and Section 6.04(xv), as of the Designation Date shall not exceed $20,000,000 (net of cash returns on such Investments to the Borrower or a Qualified Restricted Subsidiary) during any period of 12 consecutive months (with any amount not used during such period permitted to be carried forward to any subsequent period) as of the Designation Date on a pro forma basis for such designation.  The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s or its Subsidiary’s (as applicable) investment therein.  The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.

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(b)           If, at any time, a Restricted Subsidiary would fail to meet the requirements set forth in the definition of “Qualified Restricted Subsidiary”, it will thereafter cease to be a Qualified Restricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary that is not a Qualified Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 6.01 the Borrower will be in default of such covenant.  The Chief Executive Officer or Chief Financial Officer of the Borrower may at any time designate any Restricted Subsidiary not to be a Qualified Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by such Restricted Subsidiary of any outstanding Indebtedness of such Restricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 6.01 and (2) no Default or Event of Default would be in existence upon or following such designation.  In the event (x) a Restricted Subsidiary fails to meet the requirements to be a Qualified Restricted Subsidiary or (y) the Chief Executive Officer or Chief Financial Officer designates a Qualified Restricted Subsidiary not to be a Restricted Subsidiary, then all Investments in such Subsidiary since the Effective Date shall be deemed to be an incurrence under Section 6.04(xv) and to consequently reduce amounts available under Section 5.15(a)(iv), the proviso to Section 6.04(i) and Section 6.04(xv).  The Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth any such designation as a condition precedent to such designation.

(c)           Except to the extent restricted pursuant to any Permitted Payment Restrictions, the Borrower shall, and shall cause each Restricted Subsidiary to, cause each Qualified Restricted Subsidiary to declare and pay regular monthly, quarterly, semiannual or annual dividends or distributions to the holders of its Equity Interests in an amount equal to substantially all of the available cash flow of such Qualified Restricted Subsidiary for such period as determined in good faith by the Board of Directors of such Qualified Restricted Subsidiary, subject to fiduciary duties applicable to such Board of Directors and  such ordinary and customary reserves and other amounts as, in the good faith judgment of such individuals, may be necessary so that the business of such Qualified Restricted Subsidiary may be properly and advantageously conducted at all times, including amounts for operations, capital expenditures and debt service of such Qualified Restricted Subsidiary.

SECTION 5.16.            Post Closing Matters.  Borrower shall use its commercially reasonable efforts to (a) deliver within 10 Business Days after the Closing Date (unless waived or extended in the Collateral Agent’s reasonable discretion) that certain promissory note from NorthStar Surgical Center, L.P. to ARC Financial Services Corporation, dated July 15, 2005, accompanied by duly executed instruments of transfer or assignment in blank and (b)(i) order the reports required by Section 4.01(f) for searches conducted with respect to (1) Davidson County, Tennessee and (2) the United States District Court for the Middle District of Tennessee) within 10 Business Days after the Closing Date (unless waived or extended in the Collateral Agent’s sole discretion) and thereafter use commercially reasonable efforts to obtain such reports, (ii) cause such reports to be delivered to the Collateral Agent promptly upon receipt thereof (unless waived or extended in the Collateral Agent’s reasonable discretion) and (iii) within 30 days of the receipt of such reports, cause any Liens (other than Liens permitted by Section 6.02 or other Liens permitted by the Collateral Agent in its reasonable discretion) disclosed in such results to be discharged.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts then due and payable under any Loan Document

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have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01.Indebtedness; Certain Equity Securities.

(a)The Borrower will not, nor will it permit any Restricted Subsidiary to, directly or indirectly create, incur, issue, guarantee or assume or otherwise become directly or indirectly liable for any Indebtedness, contingently or otherwise, except:

(i)Indebtedness created under the Loan Documents;

(ii)Indebtedness of any Loan Party under the Bridge Loan Documents or the Take Out Notes in an aggregate principal amount not to exceed $175,000,000 plus any interest accrued thereon and not paid in cash but added to the principal thereof (whether or not accompanied by the issuance of additional notes); provided that such Indebtedness (a) shall mature (after giving effect to any automatic extension of the maturity date thereof) no earlier than the eighth anniversary of the Effective Date, (b) shall provide for no interim amortization, mandatory redemption or mandatory prepayment prior to maturity (other than (x) the mandatory prepayment contemplated in Section 2.11(b) of the Bridge Loan Credit Agreement as in effect on the date hereof or any similar mandatory prepayment or mandatory redemption provision and (y) in the case of Indebtedness under the Bridge Loan Documents, any mandatory redemption or mandatory prepayment with the proceeds of the Take Out Notes) and (c) shall not provide that the holders thereof have the right to require any of the obligors under such Indebtedness to repurchase or prepay (or offer to repurchase or prepay) such Indebtedness, except, in the case of clauses (b) and (c) above, upon customary “change of control” and “asset sale” events;

(iii)Indebtedness existing on the Effective Date and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness, provided that such extending, renewal or replacement Indebtedness (A) shall not be in a principal amount that exceeds the principal amount of the Indebtedness being extended, renewed or replaced (plus accrued interest and premium thereon and reasonable fees and expenses incurred in connection therewith), (B) shall not have an earlier maturity date or a decreased weighted average life than the Indebtedness being extended, renewed or replaced, (C) if applicable, shall be subordinated to the Obligations on the same terms (or, from a Lender’s perspective, better terms) as the Indebtedness being extended, renewed or replaced, and (D) there is no obligor of such Indebtedness that is not an obligor of such Indebtedness on the Effective Date;

(iv)Indebtedness of the Borrower owed to any Restricted Subsidiary and of any Restricted Subsidiary owed to the Borrower or another Restricted Subsidiary; provided that in the case of any such Indebtedness of a Restricted Subsidiary owed to the Borrower or a Subsidiary Loan Party, such Indebtedness is evidenced by a Pledged Note to the extent required by the Collateral and Guarantee Requirement;

(v)[Reserved];

(vi)Guarantees by the Borrower of Indebtedness of any Qualified Restricted Subsidiary and by any Qualified Restricted Subsidiary of Indebtedness of the Borrower or any other Qualified Restricted Subsidiary, provided that the Indebtedness so Guaranteed would have otherwise been permitted to be incurred by Borrower or the Guaranteeing Qualified Restricted Subsidiary under another clause of this Section 6.01;

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(vii)(A) Indebtedness of the Borrower or any Restricted Subsidiary that was assumed in connection with a Permitted Acquisition, which Indebtedness was in existence at the time of such Permitted Acquisition and not incurred in contemplation thereof and Permitted Refinancing Indebtedness in respect thereof, (B) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the design, acquisition, construction, lease installation or improvement of any property (real or personal), fixed or capital assets, including Capital Lease Obligations (whether through their direct purchase or purchase of Equity Interest of a Person owing such property) and extensions, renewals and replacements thereof, and (C) any Indebtedness assumed by the Borrower or any Restricted Subsidiary in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof and Permitted Refinancing Indebtedness in respect thereof; provided that the aggregate principal amount of Indebtedness permitted by this Section 6.01(a)(vii) shall not exceed $50.0 million at any one time outstanding;

(viii)Indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;

(ix)Indebtedness of the Borrower or any Restricted Subsidiary in respect of (i) performance bonds, bid bonds, surety bonds, performance and completion guarantees and similar obligations, in each case provided in the ordinary course of business, and (ii) appeal bonds;

(x)Indebtedness of any Loan Party pursuant to Swap Agreements permitted by Section 6.07;

(xi)so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the Senior Secured Leverage Ratio on a Pro Forma Basis as of the last day of the most recent period for which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Restricted Subsidiaries are available) shall not exceed a ratio that is 0.25 less than the ratio specified in Section 6.12 for such last day (it being understood that if such last day is prior to March 31, 2008, then the ratio specified for March 31, 2008 under Section 6.12 shall be deemed to be the ratio specified in Section 6.12 for such last day), Indebtedness of a Loan Party that is secured with a Lien on the Collateral that is pari passu with the Lien on the Collateral securing the Obligations may be incurred; provided that (a) such Indebtedness shall not have (A) a final maturity date earlier than the Tranche B Maturity Date, (B) a weighted average life that is shorter than that of the then-remaining weighted average life of the Tranche B Term Loans (without giving effect to any reductions of such weighted average life caused by voluntary or mandatory prepayments of Tranche B Term Loans pursuant to Section 2.11) or (C) covenants or events of default that are, when taken as a whole, materially more restrictive to such Loan Party and its Subsidiaries than the terms of the Loan Documents and (b) the holders of such Indebtedness (or an agent on their behalf) shall have entered into intercreditor agreements with the Collateral Agent that are reasonably satisfactory to the Collateral Agent;

(xii)Indebtedness representing deferred compensation to employees of the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business;

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(xiii)Indebtedness in respect of promissory notes issued to physicians, consultants, employees or directors or former employees, consultants or directors in connection with repurchases of Equity Interests permitted by Section 6.08(a)(iii)

(xiv)Guarantees by any Loan Party of Indebtedness of a Non-Consolidated Entity in compliance with Section 6.04(xv);

(xv)Indebtedness of the Borrower or any Restricted Subsidiary; provided that the aggregate principal amount of Indebtedness permitted by this Section 6.01(a)(xv) shall not exceed $20.0 million;

(xvi)Indebtedness of the Borrower or any Restricted Subsidiary; provided that after giving effect to the incurrence of such Indebtedness, the Borrower’s Fixed Charge Coverage Ratio shall be at least 2.0:1.0 on a Pro Forma Basis as of the last day of the most recent period in respect of which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Restricted Subsidiaries are available); provided that the maximum amount of Indebtedness that may be incurred by a Subsidiary that is not a Subsidiary Loan Party under this Section 6.01(a)(xvi) shall be $10.0 million outstanding at any time and such Indebtedness of a Restricted Subsidiary may be secured to the extent permitted by Section 6.02; provided further that no Indebtedness may be incurred pursuant to this Section 6.01(a)(xvi) prior to the first anniversary of the Effective Date while any Indebtedness is outstanding under the Bridge Loan Credit Agreement; and

(xvii)Subordinated Indebtedness of Borrower or a Subsidiary Loan Party in an aggregate outstanding principal amount not to exceed (x) $50.0 million outstanding at any time if after giving effect the incurrence of such Indebtedness, the Borrower’s Leverage Ratio is greater than 5.5 to 1.0 on a Pro Forma Basis as of the last day of the most recent period in respect of which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Restricted Subsidiaries are available) and (y) $100.0 million outstanding at any time if after giving effect the incurrence of such Indebtedness, the Borrower’s Leverage Ratio is less than or equal to 5.5 to 1.0 on a Pro Forma Basis as of the last day of the most recent period in respect of which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Restricted Subsidiaries are available).

(b)All Indebtedness incurred pursuant to this Section 6.01 of any Loan Party owed to any Subsidiary or Non-Consolidated Entity that is not a Loan Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; provided that, notwithstanding the foregoing, such Indebtedness shall only be subordinated to the extent permitted by applicable laws or regulations.

(c)For purposes of determining compliance with this Section 6.01, in the event that an item of proposed Indebtedness meets the criteria of more than one of the exceptions permitted above, the Borrower will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant.

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SECTION 6.02.Liens.  The Borrower will not, nor will it permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(i)Liens created by the Loan Documents;

(ii)Permitted Encumbrances;

(iii)any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the Effective Date and set forth in Schedule 6.02 and any renewals or extensions thereof; provided that (A) such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary and (B) such Lien shall secure only those obligations which it secures on the Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof (plus accrued interest and premium thereon);

(iv)any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset or Equity Interests of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as applicable, (B) such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary and (C) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as applicable, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof (plus accrued interest and premium thereon);

(v)Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary, provided that (A) such security interests secure Indebtedness permitted by Sections 6.01(a)(vi), (B) such security interests and the Indebtedness secured thereby are incurred prior to or within one year after such acquisition or the completion of such construction or improvement and (C) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof (plus accrued interest and premium thereon);

(vi)Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;

(vii)Liens arising out of sale and leaseback transactions permitted by Section 6.06;

(viii)Liens granted by a Subsidiary that is not a Loan Party in favor of the Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary;

(ix)licenses or sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary;

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(x)Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(xi)Liens that are contract rights of set-off (i) relating to the establishment of depositary relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business;

(xii)Liens solely on any cash earned money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder;

(xiii)Liens in favor of a Loan Party securing Indebtedness permitted under Sections 6.01(a)(iv);

(xiv)Liens securing Indebtedness permitted under Section 6.01(a)(xi);

(xv)Liens created or deemed to exist by the establishment of trusts for the purpose of satisfying (i) Governmental Reimbursement Program Costs in the ordinary course of business and (ii) other actions or claims pertaining to the same or related matters or other Government Programs in the ordinary course of business, provided that the Borrower and its Restricted Subsidiaries, in each case, shall have established adequate reserves for such claims or actions;

(xvi)Liens of sellers of goods to the Borrower and any of its Restricted Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;

(xvii)Liens securing Indebtedness incurred by a Restricted Subsidiary that is not a Subsidiary Loan Party pursuant to Section 6.01(a)(xvi); and

(xviii)other Liens securing Indebtedness and other obligations in an aggregate amount not exceeding $10,000,000 at any time.

SECTION 6.03.Fundamental Changes.

(a)The Borrower will not, nor will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that (i) any Person may merge into the Borrower in a transaction in which the surviving entity is a Person organized or existing under the laws of the United States of America, any State thereof or the District of Columbia and, if such surviving entity is not the Borrower, such Person expressly assumes, in writing, all the obligations of the Borrower under the Loan Documents, (ii) any Person may merge into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger is a Subsidiary Loan Party or a Qualified Restricted Subsidiary, is or becomes a Subsidiary Loan Party and/or Qualified Restricted Subsidiary, as applicable, concurrently with such merger, (iii) any Restricted Subsidiary may liquidate or dissolve if the Borrower

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determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (iv) any Restricted Subsidiary that is not a wholly owned Subsidiary may merge with any Person other than a Loan Party, provided that such Restricted Subsidiary repays any Indebtedness owing to any Loan Party prior to or in connection with such merger, (v) any asset sale permitted by Section 6.05(g) may be effected through the merger of a subsidiary of the Borrower with a third party and (vi) any Qualified Restricted Subsidiary may merge with any Person other than a Loan Party in connection with a Permitted Acquisition, provided that any such merger referred to in clauses (i), (ii) or (iv) above involving a Person that is not a Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

(b)The Borrower will not, will not permit any Restricted Subsidiary to, engage to any material extent in any business other than a Permitted Business.

SECTION 6.04.Investments, Loans, Advances, Guarantees and Acquisitions.  The Borrower will not, nor will it permit any Restricted Subsidiary to, purchase or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make any loans or advances to, Guarantee any obligations of, or make any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or assets or division constituting a business unit (collectively, “Investments”), except:

(i)Permitted Acquisitions; provided that the aggregate amount of consideration paid (other than consideration consisting of Equity Interests in Holdings) for all Permitted Acquisitions of Non-Consolidated Entities and Restricted Subsidiaries that are not Qualified Restricted Subsidiaries together with the aggregate amount of Investments made pursuant to Section 5.15(a)(iv) and Section 6.04(xv) shall not exceed $20,000,000 (net of cash returns on any such Investments to the Borrower or a Qualified Restricted Subsidiary) during any period of twelve consecutive months (with any amount not used during such period permitted to be carried forward to any subsequent period);

(ii)Permitted Investments;

(iii)Investments set forth on Schedule 6.04 and extensions, modifications or renewals of such Investments (excluding any such extension, modification or renewal involving additional advances, contributions or other investments of cash or property or other increases thereof unless it is a result of the accrual or accretion of interest or original issue discount or payment-in-kind pursuant to the terms, as of the Effective Date, of the original Investment so extended, modified or renewed);

(iv)Investments by the Borrower and the Restricted Subsidiaries in (i) Loan Parties and (ii) Equity Interests in Qualified Restricted Subsidiaries or any Person that is a Non-Consolidated Entity or a Restricted Subsidiary that is not a Qualified Restricted Subsidiary but will in each case be a Qualified Restricted Subsidiary upon such Investment;

(v)loans or advances made by the Borrower to any Qualified Restricted Subsidiary and made by any Restricted Subsidiary to the Borrower or any Qualified Restricted Subsidiary; provided that any such loans and advances made by a Loan Party shall be evidenced by Pledged Notes pledged in accordance with the Collateral and Guarantee Requirement;

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(vi)Guarantees constituting Indebtedness permitted by Section 6.01; provided that if at the time of and after giving effect to any Guarantee (and without limiting the foregoing) the aggregate principal amount of Indebtedness of Restricted Subsidiaries that are not Qualified Restricted Subsidiaries that is Guaranteed by the Borrower or any Qualified Restricted Subsidiary together with the aggregate amount of Investments made pursuant to Section 6.04(xvi)) exceeds $20,000,000 (net of cash returns on any such Investments to the Borrower or a Qualified Restricted Subsidiary) during any period of twelve consecutive months (with any amount not used during such period permitted to be carried forward to any subsequent period) (in each case determined without regard to any write-downs or write-offs), such Guarantee shall not be permitted; provided further that substantially all of the business activities of any such Restricted Subsidiary that is not a Qualified Restricted Subsidiary whose Indebtedness is so Guaranteed consists of owning or operating a Center;

(vii)receivables or other trade payables owing to the Borrower or any Restricted Subsidiary if created or acquired in the ordinary course of business;

(viii)Investments consisting of Equity Interests, obligations, securities or other property received (x) in settlement of delinquent accounts of and disputes with customers and suppliers in the ordinary course of business and owing to the Borrower or any Restricted Subsidiary, (y) in satisfaction of judgments or (z) in settlement of or as a result of foreclosure with respect to any secured Investment;

(ix)Investments by the Borrower or any Restricted Subsidiary in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(x)loans or advances by the Borrower or any Restricted Subsidiary to employees (a) made for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (b) otherwise not exceeding $2,500,000 in the aggregate at any time outstanding (determined without regard to any write-downs or write-offs of such loans or advances);

(xi)Investments in the form of Swap Agreements permitted by Section 6.07;

(xii)Investments of any Person existing at the time such Person becomes a Restricted Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the Restricted Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation or merger;

(xiii)Investments received in connection with the dispositions of assets permitted by Section 6.05;

(xiv)Investments constituting (x) deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances” or (y) negotiable instruments held for collection;

(xv)Investments in Non-Consolidated Entities, Restricted Subsidiaries that are not (after giving effect to such Investment) Qualified Restricted Subsidiaries and Unrestricted Subsidiaries by the Borrower or any Qualified Restricted Subsidiary in an aggregate amount not to exceed at the time of such Investment on a pro forma basis, together with the consideration paid

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(other than consideration consisting of the Equity Interests in Holdings) for Permitted Acquisitions in Non-Consolidated Entities and Restricted Subsidiaries that are not Qualified Restricted Subsidiaries and the amount of Investments permitted under Section 5.15(a)(iv) and Section 6.04(i), $20,000,000 (net of cash returns on any such Investments to the Borrower or a Qualified Restricted Subsidiary) during any period of twelve consecutive months (with any amount not used during this period permitted to be carried forward to any subsequent period); provided that substantially all of the business activities of any such Non-Consolidated Entity, Restricted Subsidiary that is not a Qualified Restricted Subsidiary, or Unrestricted Subsidiary consists of owning or operating a Center;

(xvi)Investments consisting of loans or advances to, or Guarantees of Indebtedness of, Non-Consolidated Entities, Restricted Subsidiaries that are not (after giving effect to such Investments) Qualified Restricted Subsidiaries and Unrestricted Subsidiaries by the Borrower or any Qualified Restricted Subsidiary in an aggregate amount not to exceed at the time of such investment on a pro forma basis, together with the aggregate amount of Investments made pursuant to the proviso to Section 6.04(vi), $20,000,000 (net of cash returns on any such investments to the Borrower or a Qualified Restricted Subsidiary) during any period of twelve consecutive months (with any amount not used during such period permitted to be carried forward to any subsequent period); provided that substantially all of the business activities of any Non-Consolidated Entity, Restricted Subsidiary that is not a Qualified Restricted Subsidiary, or Unrestricted Subsidiary consists of owning or operating a Center;

(xvii)Guarantees by the Borrower or any Restricted Subsidiary of real estate and leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(xviii)advances to Non-Consolidated Entities in the ordinary course of business, provided that (i) such advances when made are expected to be repaid within 270 days of such advance and (ii) the aggregate amount of all advances made pursuant to this Section 6.04(xvii) does not exceed $20,000,000 at any time outstanding;

(xix)Investments consisting of amounts potentially due from a seller of property in a Permitted Acquisition that (i) relate to customary post-closing adjustments with respect to accounts receivable, accounts payable and similar items typically subject to post-closing adjustments in similar transactions and (ii) are outstanding for a period of one hundred twenty (120) days or less following the closing of such Permitted Acquisition;

(xx)so long as (x) no Event of Default shall have occurred and be continuing or would result therefrom and (y) the Leverage Ratio is less than 5.50 to 1.00, Investments at any time not to exceed the difference between (x) 50% of Cumulative Retained Excess Cash Flow (or, if the Leverage Ratio is less than 4.50 to 1.00, 100% of Cumulative Retained Excess Cash Flow) at such time (the Leverage Ratio to be measured at the time of, and after giving effect to, any such Investment) minus (y) all Investments made prior to such time pursuant to this Section 6.04(xx) (net of cash returns on any such Investments to, or reduction in the amount of Investments constituting Guarantees made by, the Borrower or any Qualified Restricted Subsidiary) and all Restricted Payments made at or prior to such time pursuant to Section 6.08(a)(viii);

(xxi)Investments at any time in an aggregate amount not to exceed the difference between (x) the amount of Net Proceeds received by the Borrower from the issuance of any of its Qualified Equity Interests (or capital contributions to the Borrower) and (y) all Investments made

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prior to such time pursuant to this Section 6.04(xxi) (net of cash returns on any such Investments to, or reduction in the amount of Investments constituting Guarantees made by, the Borrower or any Qualified Restricted Subsidiary) and the aggregate amount of all Restricted Payments made pursuant to Section 6.08(xiv); and

(xxii)Investments not otherwise permitted by the foregoing clauses in an amount not to exceed $10,000,000 in the aggregate at any time outstanding;

provided, however, that if any Investment pursuant to Section 6.04(i), 6.04(xi), 6.04(xv) or 6.04(xvi) is made in any Person that is not a Qualified Restricted Subsidiary of the Borrower at the date of the making of such Investment and such Person becomes a Qualified Restricted Subsidiary of the Borrower after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (i) (but not subject to the proviso thereof), (iv) or (v) above, as appropriate, and shall cease to have been made pursuant to Section 6.04(xi), 6.04(xv), 6.04(xvi) or the proviso to Section 6.04(i), as applicable, for as long as such Person continues to be a Qualified Restricted Subsidiary (it being understood that if such Person thereafter ceases to be a Qualified Restricted Subsidiary of the Borrower, such Investment will again be deemed to have been made pursuant to Section 6.04(xi), 6.04(xv), 6.04(xvi) or the proviso to Section 6.04(i), as applicable; provided, further, that substantially all of the business activities of any such Person consists of a Permitted Business.

SECTION 6.05.Asset Sales.  The Borrower will not, nor will it permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than to the Borrower or another Restricted Subsidiary in compliance with Section 6.04), except:

(a)sales, transfers and dispositions of (i) inventory in the ordinary course of business, (ii) used, obsolete, worn out, no longer used or useful or surplus equipment or property and (iii) the sale or other disposition of cash and Permitted Investments;

(b)sales, transfers and dispositions to a Loan Party (other than Holdings) or any Subsidiary, provided that any such sales, transfers or dispositions from the Borrower or a Restricted Subsidiary to an Unrestricted Subsidiary or from the Borrower or a Qualified Restricted Subsidiary to a Restricted Subsidiary that is not a Qualified Restricted Subsidiary are permitted under Section 6.04;

(c)sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof consistent with past practice;

(d)sales, transfers and dispositions of property to the extent such property constitutes an investment permitted by Sections 6.04(ii), (viii) or (xii);

(e)sale and leaseback transactions permitted by Section 6.06;

(f)dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Restricted Subsidiary;

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(g)sales, transfers and other dispositions of assets that are not permitted by any other paragraph of this Section 6.05, provided that the aggregate Fair Market Value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (g) (excluding any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $250,000) shall not exceed 5% of Total Assets during any fiscal year of the Borrower (measured as of the start of such fiscal year);

(h)exchanges of property for similar replacement property for fair value;

(i)Investments in compliance with Section 6.04 and Restricted Payments in compliance with Section 6.08;

(j)licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Subsidiaries;

(k)the sale of Equity Interests in (i) any Subsidiary or Non-Consolidated Entity to a Strategic Investor and (ii) an Unrestricted Subsidiary;

(l)sales, transfers and dispositions described on Schedule 6.05; and

(m)any disposition of assets by any Restricted Subsidiary that is not wholly owned by the Borrower or a Subsidiary Loan Party all or substantially all of whose property consists of a Center and assets related to the operations of such Center; provided that the Net Proceeds of such disposition are promptly (and in any event within five Business Days) applied (x) first to satisfy the Indebtedness evidenced by any Pledged Note(s) issued by such Restricted Subsidiary to any Loan Party (other than Holdings) and (y) second to satisfy the requirements of Section 2.11(c) with respect to such disposition;

provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by paragraphs (a), (b), (c), (f), (i) and (j) above) shall be made for Fair Market Value and (other than those permitted by paragraphs (a), (b), (c), (f), (h), (i) and (j) above) for at least 75% cash consideration (with each of the following being deemed to be cash for such purpose: (i) Permitted Investments, (ii) any liabilities (as shown on the Borrower’s most recent consolidated balance sheet required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such a consolidated balance sheet is so required to be delivered, the most recent date for which a consolidated balance sheet of the Borrower and its Restricted Subsidiaries is available)) of the Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to any of the Obligations) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Borrower or the applicable Restricted Subsidiary from further liability, (iii) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days of receipt, to the extent of the cash received in that conversion, (iv) any Designated Noncash Consideration received by the Borrower or a Restricted Subsidiary in connection with the sale or contribution of assets by the Borrower or a Restricted Subsidiary to a joint venture with a Strategic Investor, provided, further, that in the case of this clause (iv), (x) any such Designated Noncash Consideration that is converted into Permitted Investments shall be treated as Net Proceeds in the manner set forth below and (y) in the event such Designated Noncash Consideration is an Investment in a Non-Consolidated Entity, Restricted Subsidiary that is not a Qualified Restricted Subsidiary or an Unrestricted Subsidiary, such Designated Noncash Consideration shall be deemed to have been acquired and consequently reduce amounts available under Sections 5.15(a), 6.04(vi) and 6.04(xv) and (v) other Designated Noncash Consideration the Fair Market Value of which,

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when taken together with all other Designated Noncash Consideration received pursuant to this clause (v) (and not subsequently converted into Permitted Investments that are treated as Net Proceeds), does not exceed 5% of Total Assets at the time of receipt since the Effective Date, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value).

SECTION 6.06.Sale and Leaseback Transactions.  The Borrower will not, nor will it permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for (x) any such sale of any fixed or capital assets of the Borrower or any Restricted Subsidiary which sale is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within 180 days after the Borrower or such Restricted Subsidiary acquires or completes the construction of such fixed or capital asset or (y) sale and leaseback transactions with respect to properties acquired after the Effective Date, where the Fair Market Value of such properties in the aggregate does not to exceed $20,000,000.

SECTION 6.07.Swap Agreements.  The Borrower will not, nor will it permit any Restricted Subsidiary to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary has actual exposure (other than those in respect of Equity Interests of the Borrower or any of the Restricted Subsidiaries) and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary.

SECTION 6.08.Restricted Payments.

The Borrower will not, nor will they permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:

(i)the Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock;

(ii)Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, membership or partnership interests or other similar Equity Interests;

(iii)Borrower may declare and pay dividends or make other distributions to Holdings, the proceeds of which are used by Holdings or a Parent to (i) purchase or redeem Equity Interests of Holdings or a Parent acquired by former or current employees, consultants or directors of Holdings, the Borrower or any Restricted Subsidiary or (ii) pay principal or interest on promissory notes that were issued in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests, provided that the aggregate amount of such dividends or other distributions under this Section 6.08(a)(iii) shall not exceed in any fiscal year $3,000,000 (it being understood, however, that unused amounts permitted to be paid pursuant to this proviso are available to be carried over to subsequent fiscal years); provided that any cancellation of Indebtedness owing to the Borrower in connection with and as consideration for a repurchase of Equity Interests of Holdings (or a Parent) shall not be deemed to constitute a Restricted

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Payment for purposes of this Section 6.08(a)(iii), so long as such Indebtedness was incurred solely for the purpose of purchasing such Equity Interests; provided further that such amount in any calendar year may be increased by an amount not to exceed (1) the cash proceeds of key man life insurance policies received by Holdings (to the extent such proceeds are contributed to the Borrower and not used to fund any Restricted Payments other than those made pursuant to this Section 6.08(a)(iii)) or any Borrower or any Restricted Subsidiary after the Effective Date (provided that the Borrower may elect to apply all or any portion of the aggregate increase contemplated by clause (1) above in any calendar year) less (2) the amount of any Restricted Payments previously made pursuant to clause (1) of this Section 6.08(a)(iii);

(iv)the Borrower may make Restricted Payments to Holdings to be used by Holdings solely to pay (or to make Restricted Payments to allow a Parent to pay) its franchise taxes and other fees required to maintain its corporate existence and to pay for general corporate and overhead expenses (including salaries and other compensation of employees) incurred by Holdings or a Parent, provided that such Restricted Payments shall not exceed $3,000,000 in any calendar year or to be used by Holdings to pay fees and expenses (other than to Affiliates) relating to any unsuccessful debt or equity offering;

(v)the Borrower may make Restricted Payments to Holdings in an amount necessary to enable Holdings to pay (or make Restricted Payments to allow a Parent to pay) the Taxes directly attributable to (or arising as a result of) the operations of a Parent, Holdings, the Borrower and the Restricted Subsidiaries, provided that (A) the amount of such Restricted Payments shall not exceed the lesser of (x) the Tax liabilities that the Borrower and the Restricted Subsidiaries would be required to pay in respect of Federal, state, local and foreign Taxes were the Borrower and the Restricted Subsidiaries to pay such Taxes as stand-alone taxpayers less any Tax payable directly by the Borrower or any Restricted Subsidiary or (y) the actual liabilities of the Parent group on a consolidated or combined basis and (B) all Restricted Payments made to Holdings or a Parent pursuant to this clause (v) are used by Holdings or a Parent for the purposes specified herein within 20 days of the receipt thereof;

(vi)the Borrower may make Restricted Payments to Holdings to pay management, consulting and advisory fees to the Sponsor or any Sponsor Affiliate and to reimburse any related expenses to the extent permitted by Section 6.09(a);

(vii)the Borrower and the Restricted Subsidiaries may make additional Restricted Payments (and Holdings may make Restricted Payments with such amounts received from the Borrower) in an aggregate amount throughout the term of this Agreement not exceeding $5,000,000;

(viii)so long as (x) no Event of Default shall have occurred and be continuing or would result therefrom and (y) the Leverage Ratio is less than 4.50 to 1.00, Restricted Payments at any time not to exceed the difference between 100% of Cumulative Retained Excess Cash Flow) at such time (the Leverage Ratio to be measured at the time of, and after giving effect to, any such Restricted Payment) minus (y) all Restricted Payments made prior to such time pursuant to this Section 6.08(a)(viii) and all Investments made at or prior such time pursuant to Section 6.04(xx) (net of cash returns on any such Investments to, or reduction in the amount of Investments constituting Guarantees made by, the Borrower or any Qualified Restricted Subsidiary);

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(ix)the Merger Consideration paid on or promptly following the Effective Date, Transaction Costs and payments to former stockholders of the Borrower in connection with the exercise of appraisal rights;

(x)Investments in non-wholly owned Subsidiaries or Non-Consolidated Entities permitted by Section 6.04;

(xi)the purchase, redemption or other acquisition or retirement for value of Equity Interests of a Qualified Restricted Subsidiary owned by a Strategic Investor if such purchase, redemption or other acquisition or retirement for value is made for consideration not in excess of the Fair Market Value of such Equity Interests;

(xii)each Restricted Subsidiary may make Restricted Payments to any Loan Party (other than Holdings);

(xiii)the Borrower may issue its common stock and options, warrants or other equity awards with respect to its common stock under any stock option, stock incentive or similar plan approved by the shareholders of the Borrower (including deferred purchases under the deferred stock purchase program) and repurchase Equity Interests to the extent (x) such repurchase is deemed to occur upon the exercise of such options, warrants or other equity awards and (y) such Equity Interests represent a portion of the purchase price of such options, warrants or other equity awards;

(xiv)the Borrower may make Restricted Payments to Holdings in an aggregate amount not to exceed the cash proceeds received by Holdings from a substantially concurrent issue of new shares of Holdings’ Qualified Equity Interests and contributed to the Borrower less the amount of Investments made pursuant to Section 6.04(xxi); and

(xv)the Borrower may declare and make payments under the outstanding warrants of the Borrower described on Schedule 6.08 and repurchase any of the foregoing.

SECTION 6.09.Transactions with Affiliates.  The Borrower will not, nor will it permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates involving aggregate consideration in excess of $2.5 million, except:

(a)transactions that are at prices and on terms and conditions substantially not less favorable to the Borrower or such Restricted Subsidiary as could be obtained on an arm’s-length basis from unrelated third parties,

(b)transactions between or among the Borrower and Qualified Restricted Subsidiaries,

(c)any investment permitted under Section 6.04 (iii), 6.04(iv), 6.04(v), 6.04(vi), 6.04(vii), 6.04(xiii), 6.04(xv), 6.04(xvi) or 6.04(xvii),

(d)any Indebtedness permitted under Section 6.01,

(e)any Restricted Payment permitted under Section 6.08,

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(f)            any sale, transfer or disposition permitted under Section 6.05,

(g)           loans or advances to employees pursuant to Section 6.04,

(h)           any mergers, consolidations, liquidations or dissolutions permitted under Section 6.03,

(i)            any lease or sublease entered into between the Borrower or any Restricted Subsidiary, as lessee or sublessee, and any of the Affiliates (as of the Effective Date) of the Borrower or entity controlled by such Affiliates, as lessor or sublessor, which is approved in good faith by a majority of the disinterested members of the Board of Directors of the Borrower,

(j)            any management, transaction, monitoring or termination fees and related indemnities and reimbursement of expenses pursuant to the Sponsor Management Agreement as in effect on the Effective Date or as amended in a manner not materially adverse to the Lenders;

(k)           the payment of reasonable fees to directors of the Borrower or any Restricted Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrower or any Restricted Subsidiary in the ordinary course of business,

(l)            any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, employee benefit plans, stock options and stock ownership plans approved by the Borrower’s Board of Directors,

(m)          transactions pursuant to agreements set forth on Schedule 6.09 and any amendments thereto to the extent such amendments are not materially less favorable to the Borrower or such Subsidiary Loan Party than those provided for in the original agreements,

(n)           employment and severance arrangements entered into in the ordinary course of business and approved by the Borrower’s Board of Directors between a Parent, Holdings, the Borrower or any Restricted Subsidiary and any employee thereof, and

(o)           the Transactions, including all payments made or to be made in connection with the Transactions, including the payment of the Transaction Costs.

(p)           transactions with a Person (other than an Unrestricted Subsidiary of the Borrower) that is an Affiliate of the Borrower solely because the Borrower owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(q)           any issuance of Equity Interests (other than Disqualified Equity Interests) of the Borrower to Affiliates of the Borrower;

(r)            payments by the Borrower or any of its Restricted Subsidiaries to the Sponsor and/or any of its Affiliates for any transaction for which financial advisory, financing, underwriting or placement services or in respect of other investment banking activities are provided to the Borrower or one of its Subsidiaries, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by the majority of the disinterested members of the Board of Directors of the Borrower in good faith;

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(s)           transactions with Restricted Subsidiaries that are not Qualified Restricted Subsidiaries, Non-Consolidated Entities, Unrestricted Subsidiaries, customers, suppliers, contractors, joint venture partners (including without limitation physicians) or purchasers or sellers of goods or services, in each case which are in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Agreement;

(t)            the existence of, or the performance by the Borrower or any Restricted Subsidiary of their obligations, if any, or obligations of Holdings under the terms of, any subscription, registration rights or stockholders agreement, partnership agreement, limited liability company agreement or similar agreement to which Holdings, the Borrower or any Restricted Subsidiary is a party as of the Effective Date and any similar agreements which the Borrower, any Restricted Subsidiary, Holdings or any other direct or indirect parent company of the Borrower may enter into thereafter; provided, however, that the entering into by the Borrower or any Restricted Subsidiary or the performance by the Borrower or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Effective Date will only be permitted by this clause to the extent that the terms of any such amendment or new agreement, taken as a whole, are not materially disadvantageous to the Lenders, as determined in good faith by the Board of Directors, chief executive officer or chief financial officer of the Borrower;

(u)           [Reserved];

(v)           the entering into of any tax sharing agreement or arrangement;

(w)          the issuance of Equity Interests (other than Disqualified Equity Interests) in the Issuer or any Restricted Subsidiary for compensation purposes;

(x)            intellectual property licenses in the ordinary course of business;

(y)           transactions in which the Borrower or any Restricted Subsidiary delivers to the Administrative Agent a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view and which are approved by a majority of the disinterested members of the Board of Directors of the Borrower in good faith.

SECTION 6.10.            Restrictive Agreements.

(a)           Subject to clauses (b) through (e) below, the Borrower will not, nor will it permit any Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other consensual arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets securing the Obligations or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any Restricted Subsidiary or to Guarantee the Obligations.

(b)           Section 6.10(a) shall not apply to restrictions and conditions (i) imposed by law or any regulatory authority or by any Loan Document or any Bridge Loan Document or documents governing the Take Out Notes or any document governing Indebtedness of a Foreign Subsidiary permitted to be incurred under this Agreement (provided that such restrictions shall apply only to such Foreign Subsidiary),

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(ii) existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension, renewal, amendment or modification, but only to the extent expanding the scope of, any such restriction or condition), (iii) contained in agreements relating to the sale of a Restricted Subsidiary or any other asset pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary or asset that is to be sold and such sale is permitted hereunder, (iv) imposed by any customary provisions restricting assignment of any agreement entered into the ordinary course of business, (v) imposed by any instrument or agreement governing Indebtedness of a Restricted Subsidiary acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any such Person, other than the Person or any of its Subsidiaries, so acquired (provided that such Indebtedness was permitted by Section 6.01 to be incurred), (vi) imposed by any instrument or agreement governing Indebtedness (x) of any Foreign Subsidiary and (y) of the Borrower or any Restricted Subsidiary that is incurred or issued subsequent to the Effective Date and is permitted pursuant to Section 6.01 (provided that the restrictions in such Indebtedness are not materially more restrictive in the aggregate than the restrictions contained in this Agreement or the Bridge Loan Documents or the Borrower’s Board of Directors determines in good faith that restrictions are not reasonably likely to have a materially adverse effect on the Borrower’s and/or the Subsidiary Loan Parties’ ability to make principal and interest payments on the Loans), (vii) consisting of Permitted Payment Restrictions, (viii) restrictions in the Sponsor Management Agreement that require the payment of management fees to the Borrower or one of its Restricted Subsidiaries prior to payment of dividends or distributions, (ix) customary provisions in joint venture and other similar agreements, including agreements related to the ownership and operation of surgical facilities, relating solely to such joint venture or facilities of the Persons who own Equity Interests therein and (x) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred to in any of the foregoing clauses; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole (as determined by the Borrower in good faith), than those restrictions contained in the Indebtedness, preferred stock, Liens, agreements, contracts, licenses, leases, subleases, instruments or obligations referred to in the foregoing clauses above, as applicable prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

(c)           Section 6.10(a)(i) shall not apply to (i) restrictions or conditions imposed by customary provisions in leases, subleases, licenses and sublicenses restricting the assignment thereof or (ii) any restrictions imposed by agreements or instruments governing Indebtedness or other obligations permitted to be secured pursuant to Section 6.02 and limited to the assets subject to thereto.

(d)           Section 6.10(a)(ii) shall not apply to customary provisions in joint venture agreements relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Equity Interests in such joint venture.

(e)           Section 6.10(a) shall not apply to reasonable and customary restrictions on distributions regarding timing, reserves, available cash and the like that are contained in the organization documents of joint ventures in effect on the date hereof and those hereafter entered into in the ordinary course of business of the Borrower and its Subsidiaries.

For the purposes of determining compliance with this covenant, (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions

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on Equity Interests and (ii) a subordination of loans or advances made to the Borrower or a Restricted Subsidiary of the Borrower to other Indebtedness incurred by the Borrower or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

SECTION 6.11.            Amendment of Material Documents.  The Borrower will not, nor will it permit any Restricted Subsidiary to, amend, modify or waive any of its rights under any documentation governing any Subordinated Indebtedness.

SECTION 6.12.            Senior Secured Leverage Ratio.  The Borrower shall not permit the Senior Secured Leverage Ratio as of the last day of any fiscal quarter set forth below to be greater than the ratio set forth below opposite such quarter:

Quarter Ended	Maximum Ratio
March 31, 2008	4.25:1.00
June 30, 2008	4.25:1.00
September 30, 2008	4.25:1.00
December 31, 2008	4.00:1.00
March 31, 2009	4.00:1.00
June 30, 2009	4.00:1.00
September 30, 2009	4.00:1.00
December 31, 2009	3.50:1.00
March 31, 2010	3.50:1.00
June 30, 2010	3.50:1.00
September 30, 2010	3.50:1.00
December 31, 2010	3.00:1.00
March 31, 2011	3.00:1.00
June 30, 2011	3.00:1.00
September 30, 2011	3.00:1.00
December 31, 2011	2.75:1.00
March 31, 2012	2.75:1.00
June 30, 2012	2.75:1.00
September 30, 2012	2.75:1.00
December 31, 2012 and thereafter	2.50:1.00

SECTION 6.13.            Fiscal Year.  None of the Borrower or any Restricted Subsidiary will change its fiscal year-end to a date other than December 31 or its fiscal quarter-end dates to dates other than the last day of March, June, September and December.

ARTICLE VII

Events of Default

SECTION 7.01.            Events of Default.  If any of the following events (any such event, an “Event of Default”) shall occur:

(a)           the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

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(b)           (i) the Borrower shall fail to pay any interest on any Loan or fees under Section 2.12 when and as the same shall become due and payable under this Agreement and such failure shall continue unremedied for a period of three Business Days or (ii) the Borrower shall fail to pay any other amount (other than an amount referred to in Section 7.01(a) and 7.01(b)(i)) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of ten Business Days;

(c)           any representation or warranty made or deemed made by or on behalf of Holdings, the Borrower or any Subsidiary in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made;

(d)           the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.04 (with respect to the existence of Holdings and the Borrower), 5.11 or in Article VI;

(e)           the Borrower or any Subsidiary Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in Sections 7.01(a), (b) or (d)), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender);

(f)            Holdings, the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest) in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to any applicable grace period);

(g)           any event or condition occurs that results in any Material Indebtedness (other than Indebtedness hereunder) becoming due prior to its scheduled maturity or that enables or permits (after giving effect to any applicable grace period) the holder or holders of any Material Indebtedness (other than Indebtedness hereunder) or any trustee or agent on its or their behalf to cause any Material Indebtedness (other than Indebtedness hereunder) to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, provided that this clause (g) shall not apply to (i) Indebtedness that becomes due as a result of the voluntary sale or transfer of property or assets (to the extent not prohibited under this Agreement) or (ii) Indebtedness under the Bridge Loan Credit Agreement becoming due upon, and to the extent of the net cash proceeds of, the issuance of Take Out Notes;

(h)           an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of Holdings, the Borrower or any Restricted Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Restricted Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i)            Holdings, the Borrower or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under

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any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 7.01(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Restricted Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any formal action for the purpose of effecting any of the foregoing;

(j)            Holdings, the Borrower or any Restricted Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k)           one or more judgments for the payment of money (to the extent not paid or covered by insurance provided by a carrier that has not denied its obligation to pay such claim in writing) in an aggregate amount in excess of $10,000,000 shall be rendered against Holdings, the Borrower, any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Holdings, the Borrower or any Restricted Subsidiary to enforce any such judgment;

(l)            an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Restricted Subsidiaries in an aggregate amount exceeding $10,000,000 for all periods;

(m)          any Lien purported to be created under any Security Document shall cease to be a valid and perfected Lien on any material portion of the Collateral with the priority required by the applicable Security Document, except as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents or as otherwise expressly permitted hereunder;

(n)           any Loan Document shall for any reason be asserted by any Loan Party not to be a legal, valid and binding obligation of any party thereto;

(o)           the Guarantees of the Obligations by Holdings and the Subsidiary Loan Parties pursuant to the Collateral Agreement shall cease to be in full force and effect (other than in accordance with the terms of the Loan Documents) or shall be asserted by Holdings, the Borrower or any Subsidiary Loan Party not to be in effect or not to be legal, valid and binding obligations; or

(p)           a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower described in Section 7.01(h) or (i)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times:  (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued

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hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in Section 7.01(h) or (i), the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

SECTION 7.02.            Borrower’s Right to Cure.

(a)           Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails to comply with the requirement of the Financial Performance Covenant, until the expiration of the tenth day subsequent to the date on which financial statements with respect to the fiscal period for which the Financial Performance Covenant is being measured are required to be delivered pursuant to Section 5.01, Holdings shall have the right to issue Qualified Equity Interests (the “Cure Right”), and upon the receipt by the Borrower of cash (such amount of cash being referred to as the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right, the Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments:

(i)            Consolidated EBITDA shall be increased, solely for the purpose of determining the existence of a Default or Event of Default under the Financial Performance Covenant with respect to any period of four consecutive fiscal quarters that includes the fiscal quarter for which the Cure Right was exercised and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and

(ii)           if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of the Financial Performance Covenant (including for purposes of Section 4.02), the Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured for the purposes of this Agreement.

(b)           Notwithstanding anything herein to the contrary, (a) in each four fiscal quarter period there shall be a period of at least two fiscal quarters in which no Cure Right is made, (b) all Cure Amounts shall be disregarded for purposes of determining any items in this Agreement (including basket sizes) dependent upon equity contributions or offerings and (c) the Cure Amount shall be no greater than the amount required to cause Borrower to be in compliance with the Financial Performance Covenant.

SECTION 7.03.            Exclusion of Immaterial Subsidiaries.  Solely for the purposes of determining whether a Default has occurred under Section 7.01(h) or (i), any reference in any such clause to any Restricted Subsidiary shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in any such clause that did not, as of the last day of the fiscal quarter of the Borrower most recently ended, have assets with a value in excess of 5% of the consolidated total assets of the Borrower and the Restricted Subsidiaries or 5% of the total revenues of the Borrower and the Restricted Subsidiaries as of such date; provided that if it is necessary to exclude more than one Restricted Subsidiary from Section 7.01(h) or (i) pursuant to this Section 7.03 in order to avoid an Event of Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single consolidated Restricted Subsidiary for purposes of determining whether the condition specified above is satisfied.

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ARTICLE VIII

The Agents

SECTION 8.01.            The Agents.  Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.  For purposes of this Article VIII, all references to the Administrative Agent shall be deemed to be references to both the Administrative Agent and the Collateral Agent.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents.  Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 2.05(j) and Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity.  The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 2.05(j) or Section 9.02) or in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by Holdings, the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more subagents appointed by the Administrative Agent.  The Administrative Agent and any such subagent may perform any and all its duties and exercise its rights and powers through their respective Related Parties.  The exculpatory provisions of the preceding paragraphs shall apply to any such subagent and to the Related Parties of each Administrative Agent and any such subagent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Each of the Lenders, the Issuing Bank and the Loan Parties agree that the Administrative Agent may, subject to Section 9.01(b), but shall not be obligated to, make the Approved Electronic Communications available to the Lenders and the Issuing Bank by posting such Approved Electronic Communications on IntraLinks™ or a substantially similar secure electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”) and each of the Loan Parties agrees to make the Approved Electronic Communications available to the Administrative Agent in an acceptable soft copy or electronic format.

Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a dual firewall and a User ID/Password Authorization System) and the Approved Electronic Platform is secured through a single-user-per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders and the Issuing Bank and the Loan Parties acknowledge and agree that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution.  In consideration for the convenience and other benefits afforded by such distribution and for the other consideration provided hereunder, the receipt and sufficiency of which is hereby acknowledged, each of the Lenders, the Loan Parties and the Issuing Bank hereby approve distribution of the Approved Electronic Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.

The Approved Electronic Communications and the Approved Electronic Platform are provided “as is” and “as available”.  None of the Administrative Agent or any of its Affiliates or any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy or completeness of the Approved Electronic Communications and the Approved Electronic Platform and each expressly disclaims liability for errors or omissions in the Approved Electronic Communications and the Approved Electronic Platform.  No warranty of any kind, express, implied or statutory (including, without limitation, any warranty of merchantability, fitness for a particular purpose, noninfringement of third party rights or freedom from viruses or other code defects) is made by the Agent Affiliates in connection with the Approved Electronic Communications or the Approved Electronic Platform.

Each of the Lenders, the Issuing Bank, and the Loan Parties agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Approved Electronic Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally-applicable document retention procedures and policies.

The Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.  Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower, to appoint a successor.  If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders

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and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank.  Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder.  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.  The Lenders identified in this Agreement as the Syndication Agent and the Documentation Agents shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders.  Without limiting the foregoing, neither the Syndication Agent nor the Documentation Agents shall have or be deemed to have a fiduciary relationship with any Lender.

ARTICLE IX

Miscellaneous

SECTION 9.01.            Notices.

(a)           Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i)            if to the Borrower, to:

Symbion, Inc.

40 Burton Hills Blvd.

Suite 500

Nashville, TN 37215

Attention: Teresa F. Sparks, Chief Financial Officer

(Telecopy No. (615) 234-7994)

with a copy to:

Derek Bell, Assistant Vice President of Finance

(Telecopy No. (615) 234-5998);

with a copy (which shall not constitute notice) to:

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Waller Lansden Dortch & Davis, LLP

511 Union Street, Suite 2700

Nashville, TN 37219

Attention: Robert L. Harris, Esq.

Facsimile: (615) 244-6804;

(ii)           if to the Administrative Agent, the Swingline Lender or the Collateral Agent, to:

For all credit notices:

Merrill Lynch & Co
4 World Financial Center / 250 Vesey Street
22nd Floor
New York, NY  10080
Attention: Michael E. O’Brian, Director
Telecopy:  (212) 738-1186
Telephone:  (212) 449-0948

For all operations notices:

Merrill Lynch Capital Corporation

(c/o BNY Asset Solutions)

600 East Las Colinas Blvd., Suite 1300

Irving, TX 75039

Attention: Rachel Suiter, Agency Services Primary Closer

Telecopy: (972) 401-8557

Telephone: (972) 401-8588

(iii)          if to the Issuing Bank, to:

Bill Nartker, Manager
Fifth Third Bank
Global Payments Trade Services
5050 Kingsley Drive, MD 1MOCBR
Cincinnati, OH 45227
Tel: 513-358-2126
Fax: 513-358-5950
email: William.nartker@53.com

(iv)          if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b)           Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Article II or of a Default if such Lender or the Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication and provided that the Administrative Agent shall in any event also receive hard copies of the notices described in this proviso and, to the extent requested, any other documents delivered electronically under this Agreement.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other

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communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.  All such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of any required notification that such notice or communication is available and identifying the website address therefor.

(c)           Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the Administrative Agent (and, in the case of the Administrative Agent, by written notice to the Borrower).  All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given as follows:  notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier (with a send successful notice) shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).

SECTION 9.02.            Waivers; Amendments.

(a)           No failure or delay by the Administrative Agent, the Issuing Bank, the Collateral Agent, the Swingline Lender or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative Agent, the Issuing Bank, the Collateral Agent, the Swingline Lender and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 9.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender, the Collateral Agent, the Swingline Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b)           Except as provided in Section 2.20 with respect to an Incremental Facility Amendment (or to give effect to any restatement of this Agreement, the substantive terms of which are otherwise permitted hereby), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto (and, if party thereto, the Collateral Agent), in each case with the consent of the Required Lenders; provided that no such agreement shall

(i)            increase the Commitment of any Lender without the written consent of such Lender,

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(ii)           reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected (other than any waiver of default interest payable pursuant to Section 2.13(c)) thereby (it being understood that a change to the definition of the Leverage Ratio that could have the effect of reducing such interest or fees upon certain conditions shall not be deemed in and of itself to reduce such interest or fees),

(iii)          postpone the final maturity of any Loan, or any scheduled date of payment of the principal amount of any Term Loan under Section 2.10, the required date of reimbursement of any LC Disbursement, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby,

(iv)          change Section 2.18(b) or (c) in a manner that would alter the prorata sharing of payments required thereby, without the written consent of each Lender,

(v)           change any of the provisions of this Section 9.02 or the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as applicable),

(vi)          release Holdings or substantially all Subsidiary Loan Parties from their Guarantee under the Collateral Agreement (except as provided in Section 9.15 or in the Collateral Agreement) or limit liability of Holdings or of substantially all Subsidiary Loan Parties in respect of such Guarantee, without the written consent of each Lender,

(vii)         release all or substantially all the Collateral from the Liens of the Security Documents (except as provided in Section 9.15 or in the Collateral Agreement), without the written consent of each Lender,

(viii)        change any provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class, or

(ix)           modify the definition of “Interest Period” to allow periods of more than twelve months without regard to the agreement of all participating Lenders, without the written consent of each Lender;

provided, further, that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as applicable, (B) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Lenders), the Tranche B Lenders (but not the Tranche A Lenders or Revolving Lenders) , the Tranche A Lenders (but not the Tranche B Lenders or Revolving Lenders), or the Term Lenders (but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrower and requisite percentage in interest of the affected Class(es) of Lenders that would be required to consent thereto under this Section 9.02(b) if

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such Class(es) of Lenders were the only Class(es) of Lenders hereunder at the time and (C) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days notice thereof.  In connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent of all affected Lenders, if the consent of the Required Lenders (and, to the extent any Proposed Change requires the consent of Lenders holding Loans of any Class pursuant to Section 9.02(b)(viii), the consent of not less than a majority in interest of the outstanding Loans and unused Commitments of such Class) to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 9.02(b) being referred to as a “Non-Consenting Lender”), then, so long as the Lender that is acting as the Administrative Agent is not a Non-Consenting Lender, at the Borrower’s request, any assignee that is acceptable to the Administrative Agent shall have the right, with the Administrative Agent’s consent, to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Borrower’s request, sell and assign to such assignee, at no expense to such Non-Consenting Lender, all the Commitments, Term Loans and Revolving Exposure of such Non-Consenting Lender for an amount equal to the principal balance of all Term Loans and Revolving Loans (and funded participations in Swingline Loans and unreimbursed LC Disbursements) held by such Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale (including amounts under Sections 2.15, 2.16 and 2.17) so long as such principal balance of all other Non-Consenting Lenders is similarly purchased, such purchase and sale to be consummated pursuant to an executed Assignment and Assumption in accordance with Section 9.04(b) (which Assignment and Assumption need not be signed by such Non-Consenting Lender).

(c)           Notwithstanding the provisions of Section 9.02(b), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof, and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.  In addition, this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Tranche A Term Loans and Tranche B Term Loans (the “Refinanced Term Loans”) and, if applicable, related outstanding commitments, with a replacement term loan tranche or tranches hereunder (the “Replacement Term Loans”); provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the weighted average Applicable Rate for such Replacement Term Loans shall not be higher than the weighted average Applicable Rate for such Refinanced Term Loans, (iii) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Refinanced Term Loans) and (iv) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Refinanced Term Loans in effect immediately prior to such refinancing.

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SECTION 9.03.            Expenses; Indemnity; Damage Waiver.

(a)           The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agents, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement of its rights in connection with the Loan Documents, including its rights under this Section 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout or restructuring in respect of such Loans or Letters of Credit.

(b)           The Borrower shall indemnify the Administrative Agent, each Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”), and hold each Indemnitee harmless, from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on, at, under or emanating from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any of its Subsidiaries, or any actual or alleged Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto or such litigation, claim, investigation or proceeding is brought by a third party or by the Borrower or its Affiliates, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (y) are finally judicially determined by a non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, or breach of the Loan Documents by, such Indemnitee or (z) result from the presence or Release of Hazardous Materials or an Environmental Liability to the extent such presence, Release or Environmental Liability is caused by such Indemnitee or first occurs or first exists after completion of the foreclosure upon the Collateral, granting a deed-in-lieu of foreclosure with respect to the Collateral or similar transfer of title or possession of the Collateral.

(c)           To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, each Agent, the Issuing Bank or the Swingline Lender under Sections 9.03(a) or (b), each Lender severally agrees to pay to the Administrative Agent, such Agent, the Issuing Bank or the Swingline Lender, as applicable, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.  For purposes hereof, a Lender’s “pro rata share” shall be determined based

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upon its share of the aggregate Revolving Exposures, outstanding Term Loans and unused Commitments at the time.

(d)           To the extent permitted by applicable law, neither Holdings nor the Borrower shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e)           All amounts due under this Section 9.03 shall be payable not later than ten Business Days after written demand therefor.

SECTION 9.04.            Successors and Assigns.

(a)           The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) except in connection with any transaction permitted in accordance with Section 6.03(a)(i) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04.  Nothing in this Agreement, express or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 9.04(c)) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)           (i)  Subject to the conditions set forth in clause (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(1)           the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under Section 7.01(a), (b), (h), (i) or (j) has occurred and is continuing, any other assignee;

(2)           the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and

(3)           the Issuing Bank, provided that no consent of the Issuing Bank shall be required for an assignment of all or any portion of a Term Loan.

(ii)           Assignments shall be subject to the following conditions:

(1)           except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such

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assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 or, in the case of a Term Loan, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consents; provided that no such consent of the Borrower shall be required (x) for an assignment by a Lender to an Approved Fund of a Lender or (y) if an Event of Default has occurred and is continuing, and that contemporaneous assignments to Approved Funds related to the same Lender shall be aggregated when calculating such minimum assignment amounts;

(2)           each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause shall not be construed to prohibit assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(3)           the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(4)           the assignee, if it is not already a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

For purposes of this Section 9.04(b):

“Approved Fund” means (a) a CLO and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“CLO” means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course and is administered or managed by a Lender or an Affiliate of such Lender.

(iii)          Subject to acceptance and recording thereof pursuant to Section 9.04(b)(iv), from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.04(c).

(iv)          The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder

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for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower, the Issuing Banks and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v)           Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 9.04(b) and any written consent to such assignment required by Section 9.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register.  No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)           (i)  Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it), provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement, provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant.  Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal and interest amounts of each Participant’s interest in the Loans held by it (the “Participant Register”).  The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such Loan or other obligation hereunder for all purposes of this Agreement notwithstanding any notice to the contrary.  Subject to Section 9.04(c)(ii), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.04(b).  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

(ii)           A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant except to the extent that the entitlement to any greater payment results from any change in Requirement of Law after the participant becomes a Participant and, for the avoidance of doubt, the applicable Lender would have been entitled to receive such greater payment as a result of such change in Requirement of Law, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as though it were a Lender.

(iii)          Any Lender may at any time pledge, assign or grant a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge,

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assignment or grant to secure obligations to a Federal Reserve Bank, and this Section 9.04 shall not apply to any such pledge, assignment or grant of a security interest, provided that no such pledge, assignment or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledge or assignee for such Lender as a party hereto.

SECTION 9.05.            Survival.  All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall have independent significance and be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.  The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06.            Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07.            Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08.            Right of Setoff.  If any Event of Default under Section 7.01(a) or (b) shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement then due and owing held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement.  The applicable Lender shall notify the Borrower and the Administrative Agent of such setoff or application, provided that any failure to give or any delay in giving such notice shall not affect

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 the validity of any such setoff or application under this Section 9.08.  The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09.            Governing Law; Jurisdiction; Consent to Service of Process.

(a)           This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b)           Each of Holdings and the Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall, to the fullest extent permitted by laws, be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Holdings, the Borrower or their respective properties in the courts of any jurisdiction.

(c)           Each of Holdings and the Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 9.09(b).  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)           Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.  Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10.            WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.

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SECTION 9.11.            Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12.            Confidentiality.  Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, trustees, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or self-regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.12, to (i) any assignee or pledgee of or Participant in, or any prospective assignee or pledgee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 9.12 or (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than Holdings or the Borrower or any of their subsidiaries, provided that such source is not actually known by such disclosing party to be bound by an agreement containing provisions substantially the same as those contained in this Section 9.12.  For the purposes of this Section 9.12, the term “Information” means all information received from Holdings or the Borrower relating to Holdings or the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by Holdings or the Borrower.  Any Person required to maintain the confidentiality of Information as provided in this Section 9.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 9.13.            Interest Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 9.13 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.14.            USA Patriot Act.  Each Lender, each Agent and the Issuing Bank hereby notifies the Borrower that pursuant to the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “USA Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Person to identify the Borrower in accordance with the USA Patriot Act.

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SECTION 9.15.            Release of Guarantee and Collateral.  Upon any sale or other transfer of any Loan Party or by any Loan Party of any Collateral that is permitted under this Agreement, or upon the effectiveness of any written consent to the release of any Guarantee or the security interest granted hereby in any Collateral pursuant to Section 9.02 of this Agreement, such Guarantee or the Mortgage or other security interest in such Collateral, as applicable, shall be automatically released and the Collateral Agent is authorized to, and shall, take any action to effect the foregoing, including, without limitation, executing and delivering to the Borrower, in recordable form, discharges and releases of such Guarantee or such Mortgage or other security interest.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

SYMBOL MERGER SUB, INC., as the Borrower
By:	/s/ Thomas J. Murphy, Sr.
	Name: Thomas J. Murphy, Sr.
	Title: Vice President
SYMBION, INC., as the Borrower, (with effect only from and after the consummation of the Merger)
By:	/s/ Kenneth C. Mitchell
	Name: Kenneth C. Mitchell
	Title: Vice President
SYMBION HOLDING CORPORATION, as Holdings
By:	/s/ Kenneth C. Mitchell
	Name: Kenneth C. Mitchell
	Title: Vice President

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MERRILL LYNCH CAPITAL CORPORATION, as a Lender and as Administrative Agent and Collateral Agent
By:	/s/ Michael E. O’Brien
	Name: Michael E. O’Brien
	Title: Vice President
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Lead Arranger and Joint Bookrunner
By:	/s/ Michael E. O’Brien
	Name: Michael E. O’Brien
	Title: Director

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MERRILL LYNCH CAPITAL CORPORATION, as a Lender and as Administrative Agent and Collateral Agent
By:	/s/ Sarang Gadkari
	Name: Sarang Gadkari
	Title: Vice President
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Lead Arranger and Joint Bookrunner
By:	/s/ Sarang Gadkari
	Name: Sarang Gadkari
	Title: Managing Director

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BANK OF AMERICA, N.A., as a Lender and as Syndication Agent
By:	/s/ Alysa Trakus
	Name: Alysa Trakus
	Title: Vice President
BANC OF AMERICA SECURITIES LLC, as Joint Lead Arranger and Joint Bookrunner
By:	/s/ A. Britt Canady
	Name: A. Britt Canady
	Title: Managing Director

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THE ROYAL BANK OF SCOTLAND PLC, as a Lender and as Documentation Agent
By:	/s/ Jonathan Salkin
	Name: Jonathan Salkin
	Title: Managing Director

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FIFTH THIRD BANK, as Issuing Bank and as Lender
By:	/s/ Sandy Hammrick
	Name: Sandy Hammrick
	Title: Vice President

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EX-10.6

Exhibit 10.6

Symbion Holdings Corporation
2007 EQUITY INCENTIVE PLAN

Section 1.  Purpose.

The Symbion Holdings Corporation 2007 Equity Incentive Plan is designed to enable and enhance the ability of the Company to attract and retain exceptionally qualified individuals and other service providers and to encourage them to acquire a proprietary interest in the growth and performance of the Company and its Subsidiaries by authorizing the Committee to grant awards in connection with the retention and recruitment of key employees, independent contractors and other service providers and to make appropriate short-term and long-term incentive awards on an annual, one-time or other appropriate basis to such individuals.

Section 2.  Definitions.

As used in this Plan, the following terms have the meanings set forth below:

“Affiliate” means (i) any Person directly or indirectly controlling, controlled by or under common control with the Company and (ii) any Person in which the Company has a significant equity interest, in either case as determined by the Committee; provided that no securityholder of the Company shall be deemed an Affiliate of the Company or any other securityholder solely by reason of any investment in the Company or any rights or obligations set forth in the Shareholders Agreement.  For the purpose of this definition, the term “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Award” means any Option, award of Restricted Stock or Restricted Stock Units, SAR or Other Stock-Based Award or any other right, interest or grant relating to Shares or other property granted under this Plan.

“Award Document” means any written agreement, contract or other instrument or document evidencing any Award granted under this Plan, which may, but need not, be executed or acknowledged by a Participant.

“Board” means the board of directors of the Company.

“Capital Event” means any corporate transaction or event described in Section 5(e).

“Cause” shall have the meaning assigned to such term in the employment agreement between a Participant and the Company or any of its Subsidiaries, if any; provided, however, that if “Cause” is not defined in such employment agreement or such employment agreement does not exist, “Cause” means:

(i)the conviction of the Participant of (including the Participant’s plea of guilty or nolo contendere to) a felony (other than a violation of a motor vehicle or moving violation law) which in the reasonable judgment of the Board materially affects the Participant’s ability to perform his duties to the Company or any of its Subsidiaries; or

(ii)voluntary engagement by the Participant in conduct constituting larceny, embezzlement, conversion or any other act involving the misappropriation of any funds of the Company or any of its Subsidiaries in the course of the Participant’s employment; or

(iii)the willful refusal (following written notice) by Participant to carry out specific directions of (A) the Board, (B) the Chief Executive Officer or Chief Operating Officer of the Company or (C) the board of directors of any Company Subsidiary with which the Participant is employed or of which the Participant is an officer, which directions are consistent with the Participant’s duties to the Company or any of its Subsidiaries, as the case may be; or

(iv)violation by the Participant of any provision of any written restrictive covenants of the Company that are applicable to Participant or a significant violation of the written material policies of the Company that are applicable to the Participant; or

(v)the commission by the Participant of any act of gross negligence or intentional misconduct in the performance of the Participant’s duties as an employee of the Company or any Subsidiary.

“Change in Control” means the first to occur of the following events:

(i)a Person or group (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Crestview Shareholder or its Permitted Transferee(s), becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Parent’s outstanding securities ordinarily having the right to vote at elections of directors; or

(ii)the consummation of the sale, exchange or other disposition of all or substantially all of the assets, or the liquidation or

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dissolution of, the Parent followed by the distribution of the proceeds thereof.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, including the Treasury Regulations promulgated thereunder.  References to any provision of the Code shall include any successor provision thereto.

“Committee” means the Board or a committee of the Board consisting of not fewer than three directors designated by the Board to administer this Plan.

“Common Shares” means shares of Common Stock.

“Common Stock” means the Common Stock, par value $0.01 per share, of the Company.

“Company” means Symbion Holdings Corporation, a Delaware corporation, together with any successor thereto.

“Crestview Shareholder” shall have the meaning assigned to such term in the Shareholders’ Agreement.

“Disability”, with respect to any Participant at any time, means that the Participant is unable to perform his or her duties and responsibilities to the Company or any Subsidiary for a continuous period of 180 days and the Participant is determined to be disabled under the Company’s long-term disability plan.

“Effective Date” means [             ].

“Eligible Person” means any Person who satisfies the eligibility provisions of Section 3.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.  References to any provision of the Exchange Act shall include any successor provision thereto and all regulations thereunder.

“Fair Market Value” shall have the meaning assigned to such term in the Shareholders Agreement, provided, that, when necessary to comply with the requirements of Section 409A of the Code, fair market value shall have the meaning assigned to it pursuant to authorities under Section 409A of the Code.

“Good Reason” shall have the meaning assigned to such term in the employment agreement between a Participant and the Company or any of its Subsidiaries, if any; provided, that if no such employment agreement exists, then “Good Reason” shall have the meaning assigned to such term in the Participant’s Award Agreement, if any; provided, however, that to the extent “Good Reason” is not defined in such employment agreement or Award Agreement, then such Participant shall be deemed to have left the employ of the Company or one of its

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Subsidiaries without “Good Reason” for all purposes under this Plan and the relevant Award(s) and Award Agreement(s).

“Incentive Stock Option” means an option granted under Section 6 that is intended to meet the requirements of Section 422 of the Code.

“IPO” means the first Public Offering occurring after the Effective Date.

“Marketable Securities” means securities of any person that (i) have been registered, listed or is otherwise publicly tradeable under applicable law and the applicable rules and regulations of the securities exchange, quotation system or market on which those securities are registered, listed or otherwise publicly tradeable and (ii) are capable of being immediately sold by the Crestview Shareholder upon completion of such transaction(s) on that exchange, quotation system or market in accordance with those laws, rules and regulations.

“Non-Qualified Stock Option” means an option granted under Section 6 that is not intended to be an Incentive Stock Option.

“Option” means an Incentive Stock Option or a Non-Qualified Stock Option.

“Other Stock-Based Award” means an Award granted pursuant to Section 8 of the Plan.

“Participant” means an Eligible Person granted an Award under this Plan.

“Permitted Transferee” shall have the meaning assigned to such term in the Shareholders Agreement.

“Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (including, without limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act).

“Plan” means this Symbion Holdings Corporation 2007 Equity Incentive Plan.

“Public Offering” means any underwritten public offering of Common Shares, whether involving a primary offering or a combined primary and secondary offering, pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor or similar form.

“Qualified Exchange” means any established stock exchange (including, without limitation, the New York Stock Exchange, or The Nasdaq Global Market or The Nasdaq Capital Market of The Nasdaq Stock Market) or a national market system in which securities are listed or quoted.

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“Restricted Stock” means an award hereunder of Shares which are subject to certain restrictions and to a risk of forfeiture.

“Restricted Stock Unit” means an award hereunder of contractual rights to receive the value of a specified number of Shares which are subject to certain restrictions and which may be settled in either cash, Shares or a combination thereof.

“SAR” means a right, granted to a Participant pursuant to Section 8, to receive upon exercise of such right, in cash or Shares (or a combination thereof) as authorized by the Committee, an amount equal to the increase in the Fair Market Value of one Share over a specified exercise price.

Securities Act” means the U.S. Securities Act of 1933, as amended.  References to any provision of the Securities Act shall include any successor provision thereto and all regulations thereunder.

“Share” means a share of common stock of the Company, par value $0.01.

“Shareholders Agreement” means the Shareholders’ Agreement dated as of the Effective Date among the Company, Crestview Symbion Holdings, LLC, The Northwestern Mutual Life Insurance Company, and certain other Persons listed on the signature pages thereof, as the same may be amended from time to time.

“Subsidiary” means any Person that, directly or indirectly, is majority-controlled by the Company, provided that in connection with an Incentive Stock Option, a “Subsidiary” shall have the meaning of a “subsidiary corporation” as defined in Section 424(f) of the Code.

“Substitute Awards” means Awards granted in assumption of, or in substitution for, outstanding awards previously granted by a Person acquired by the Company or with which the Company combines.

Section 3.  Eligibility.

(a)Any individual who is employed by the Company or any Subsidiary, including any officer or employee-director, and any Person who provides services to the Company or any Subsidiary as an independent contractor or other service provider, shall be eligible to receive an Award under this Plan.

(b)Any individual who has agreed to accept employment by the Company or any Subsidiary or Person who has agreed to provide services to the Company or any Subsidiary as an independent contractor or other service provider shall be deemed to be eligible for Awards under this Plan.

(c)In accordance with Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(5)(iii)(E)(1) (or any successor provisions) promulgated thereunder, the controlled group and common control rules of Code

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Sections 414(b) and (c) shall be applied using a 50% ownership threshold for purposes of determining whether the Company qualifies as a “service recipient” within the meaning of Code Section 409A with respect to a Participant and the award of an Option to such Participant.

(d)Holders of options and other types of awards granted by a Person acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines are eligible for a grant of Substitute Awards under this Plan.

Section 4.  Administration.

(a)This Plan shall be administered by the Committee.  The Board may designate one or more directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee.  The Committee may issue rules and regulations relating to the administration of this Plan.

(b)Subject to the terms of this Plan and applicable law, the Committee has full power and authority and the sole discretion to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under this Plan; (iii) determine the number of Common Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) subject to the terms of any Award, determine whether, to what extent, under what circumstances, and by what method(s) Awards may be settled, exercised, canceled, forfeited or suspended, provided that any such settlement, exercise, cancellation, forfeiture or suspension action shall (A) require payment of or exchange for equitable consideration to the Participant, (B) if reasonably necessary for a Capital Event or other strategic transaction involving the Company or its Subsidiary, be undertaken in those limited circumstances only to facilitate such transaction, and (C) be applicable to all Participants (or applicable only to one or more Participants designated by the Committee, subject, if contrary to the rights of such Participants individually, to the consent of such Participant(s)); (vi) interpret and administer this Plan and any instrument or agreement relating to, or Award made under, this Plan (including, without limitation, any Award Document or exercise notice); (vii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of this Plan; (viii) determine whether and to what extent Awards should comply or continue to comply with any requirement of statute or regulation provided, that no such action shall impair the rights of any affected Participant or holder or beneficiary under any Award theretofore granted under this Plan, as determined in the reasonable good faith judgment of the Committee; (ix) grant Awards in respect of Common Shares that become available for issuance under this Plan pursuant to Sections 5(b) or 5(c); and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Plan.

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(c)All decisions of the Committee shall be final, conclusive and binding upon all parties (including, without limitation, the Company, shareholders of the Company, Participants, holders or beneficiaries of Awards and descendants, heirs, distributees and legatees thereof).

(d)The Committee may delegate to one or more officers of the Company the authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under this Plan; (iii) determine the number of Common Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards; and (iv) determine the terms and conditions of any Award.  This authority shall be subject to such parameters and limits as the Committee may impose.  In making any such delegation the Committee shall consider any applicable constraints or requirements imposed by the Company’s certificate of incorporation and by-laws as well as the requirements of any applicable laws or exemptions, including, without limitation, applicable corporate laws and the rules under Code Section 162(m) and Exchange Act Section 16(b).

Section 5.  Common Shares Available for Awards.

(a)Subject to adjustment as provided in Section 5(e), up to [         ](1) Common Shares, par value $0.01 per share, of the Company shall be available for issuance under this Plan.  For the avoidance of doubt, any increase in the number of Common Shares available for issuance under this Plan following the Common Shares becoming listed or quoted on a Qualified Exchange shall require an amendment of this Plan in accordance with Section 11(a).

(b)If any Common Shares covered by an Award, or to which such an Award relates, are forfeited, or if such an Award otherwise terminates without the delivery of Common Shares or of other consideration, then the Common Shares covered by such Award, or to which such Award relates, to the extent of any such forfeiture or termination, shall again be, or shall become, available for issuance under this Plan at the discretion of the Committee.

(c)In the event that any Option granted under this Plan (other than a Substitute Award) is exercised through the delivery of Common Shares by a Participant or by the withholding of Common Shares by the Company, or in the event that withholding tax liabilities arising from such Option are satisfied by the withholding of Common Shares by the Company, the number of Common Shares available for Awards under this Plan shall be increased by the number of Common Shares so delivered or withheld.

(1) This number will represent 11.25% of the Company’s fully diluted equity plus        shares in respect of “Substitute Awards”.  Number to be agreed by Crestview and RF/CA once rollover election is finalized.

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(d)Any Common Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Shares or of treasury Common Shares.

(e)Subject to the provisions of Section 10, in the event that any stock dividend or other distribution of non-cash property, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Shares or other securities of the Company, issuance of warrants or other rights to purchase Common Shares or other securities of the Company, or other similar corporate transaction or event affects the Common Shares (including, without limitation, a Change in Control) such that an adjustment is appropriate in order to prevent an unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan (but excluding, for the sake of clarity, all issuances of equity in exchange for cash), then the Committee shall, equitably adjust:

(i)the number and type of Common Shares (or other securities or property) which thereafter may be made the subject of Awards;

(ii)the number and type of Common Shares (or other securities or property) subject to outstanding Awards; and

(iii)the grant, purchase or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award;

provided, that the number of Common Shares subject to any Award denominated in Common Shares shall always be a whole number and that any such adjustment shall not cause the Award to become treated as “deferred compensation” within the meaning of Section 409A for the Code.

(f)If a Change in Control occurs that is not a Liquidity Event (as defined in a Participant’s Award Document), whether by itself or together with prior transactions, in which the Crestview Shareholder disposes of 100% of its interests, all rights under any Awards granted under this Plan, including without limitation rights of exercise and vesting, shall, as a condition of the consummation of the Change in Control event, be assumed in a plan of the surviving company.

Section 6.  Options.

The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of this Plan, as the Committee determines:

(a)Exercise Price.  The exercise price per Common Share under an Option shall be determined by the Committee; provided, that unless otherwise determined by the Committee and except for the Substitute Awards or in

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connection with adjustments pursuant to Section 5(e), the per share exercise price of each Option shall be fixed so that it may never be less than the fair market value of each underlying Common Share as of the Option grant date (as determined pursuant to authorities under Section 409A of the Code).

(b)Expiration.  The term of each Option shall be fixed by the Committee.

(c)Vesting and Exercisability.  Subject to Section 11, the Committee shall determine the time or times at which an Option may vest and become exercisable, which vesting may occur in such installments or otherwise (including the achievement of performance goals) as the Committee may deem appropriate.

(d)Method of Exercise.  The Committee shall determine the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms (including, without limitation, cash, Common Shares or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price) in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

(e)Incentive Stock Options.  The terms of any Incentive Stock Option granted under this Plan shall comply in all respects with the provisions of Section 422 of the Code.

(f)Termination.  Each Award Document shall contain such terms (if any) as the Committee may in its sole discretion determine concerning the effects of termination or suspension of a Participant’s employment or the cessation of the provision of services (as determined using criteria established by the Committee) upon the vesting, exercisability and termination of any Option granted thereunder.

Section 7.  Restricted Stock And Restricted Stock Unit Awards The Committee is authorized to grant Restricted Stock and/or Restricted Stock Units to Participants.

(a)Restrictions.  The Awards granted under this Section 7 shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote Shares underlying Restricted Stock Awards or the right to receive any dividend, other right or property relating to the Shares), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.

(b)Vesting.  Unless otherwise determined by the Committee, the vesting schedule for each Restricted Stock and/or Restricted Stock Unit Award will be set forth in a Participant’s Award Agreement.

(c)Evidence of Award.  Any Award of Restricted Stock or Restricted Stock Units may be evidenced in such manner as the Committee may deem

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appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Shares underlying a Restricted Stock Award, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Shares, and such certificate may be held by the Company until vesting.

Section 8. SARs.  An Award of SARs shall be subject to the terms and conditions established by the Committee in connection with the Award and specified in the applicable Award Document.  The Committee shall establish (or shall authorize the method for establishing) the exercise price of all SARs awarded under the Plan, except that the exercise price of a SAR shall not be less than 100% of the Fair Market Value of one Share on the date of the Award.  Notwithstanding the foregoing, the exercise price of any SAR that is a Substitute Award may be less than the Fair Market Value of one Share on the date of the Award, subject to the same conditions, if any, set forth in Section 6 for Options that are Substitute Awards.  Upon satisfaction of the conditions to the payment of the Award, each SAR shall entitle a participant to an amount, if any, equal to the Fair Market Value of one Share on the date of exercise over the SAR exercise price specified in the applicable Award Document.  At the discretion of the Committee, payments to a Participant upon exercise of a SAR may be made in Shares, cash or a combination thereof.  SARs and the Shares that may be acquired upon exercise of SARs may, among other things, be subject to restrictions on transfer, vesting requirements or cancellation under specified circumstances..

Section 9. Other Stock-Based Awards.  The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee.  The Committee shall determine the terms and conditions of such Awards.  Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 9 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards, notes, or other property, as the Committee shall determine.  Cash awards, as an element of or supplement to any other Award under the Plan, may also be granted pursuant to this Section 9.

Section 10.  General Provisions Applicable to Awards.

(a)Awards shall be granted for no cash consideration or for such cash consideration as may be required by applicable law (or in the case of Substitute Awards, as agreed by the Company and the relevant Participant).

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(b)Awards may, in the Committee’s discretion, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company.  Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(c)No Award and no right under any such Award, shall be assignable, alienable, saleable or transferable by a Participant other than by will or by the laws of descent and distribution (or in the case of Awards that are forfeited or canceled, to the Company); provided, that in any case, a Participant may, in the manner established by the Company, designate a beneficiary or beneficiaries to exercise the rights of the Participant, and to receive any property distributable, but only with respect to any Award upon the death of the Participant.  Each Award, and each right under any Award, shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative.  No Award and no right under any such Award, may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company.

(d)Notwithstanding Section 10(c) to the contrary, Awards may be transferred to one or more transferees during the lifetime of the Participant, and may be exercised by such transferees in accordance with the terms of such Award, but only if and to the extent such transfers with the prior written consent of the Committee in its sole discretion whether in an Award Document or otherwise, subject to any terms and conditions which the Committee may impose thereon (including limitations that the Committee may deem appropriate in order that offers and sales under this Plan will meet applicable requirements of registration forms under the Securities Act).  A beneficiary, transferee or other person claiming any rights under this Plan from or through any Participant shall be subject to all terms and conditions of this Plan and any Award document applicable to such Participant, except as otherwise determined by the Committee and for any additional terms and conditions deemed necessary or appropriate by the Committee.

(e)All Common Shares or other securities delivered under this Plan pursuant to any Award or the exercise thereof shall be subject to such “stop-transfer” orders and other restrictions as the Company may deem advisable under this Plan or the rules, regulations and other requirements of the U.S. Securities and Exchange Commission (the “SEC”), any stock exchange or market system upon which such Common Shares or other securities are then listed or quoted and any applicable securities laws, and the Company may cause a legend or legends to be put on any certificates to make appropriate reference to such restrictions.

(f)Each Award Document shall contain such terms as the Committee may in its sole discretion determine concerning the effects of a Change in Control upon the exercisability of any Award granted hereunder.

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(g)In the event of a Change in Control or another type of merger, consolidation, recapitalization or similar transaction involving the Company occurring at any time (each, a “Capital Event”), the Committee shall provide for one or more of the following measures (as selected by the Committee) with respect to any Award which remains unexercised or unpurchased as of the date of consummation of such Capital Event:

(i)The continuation or assumption of such outstanding Award under the Plan by the Company (if it is the surviving entity) or by the surviving or acquiror entity or its direct or indirect parent;

(ii)The substitution by the surviving or acquiror entity or its direct or indirect parent of share awards with substantially the same terms and economic value for such outstanding Award;

(iii)The expiration of such outstanding Award to the extent not timely exercised or purchased by the date of the consummation of the Capital Event or other subsequent date designated by the Committee, after reasonable advance written notice thereof to the holder of such Award and full acceleration of the vesting of the Award; or

(iv)The cancellation of all or any portion of such outstanding Award; provided that, with respect to “in-the-money” Awards, such cancellation must be made in exchange for a payment in cash or Common Shares with a value equal to the excess of the Fair Market Value of the Common Shares subject to such Award or portion thereof being canceled over the exercise or purchase price, if any, with respect to such Award or portion thereof being canceled.

(h)Each Award Document shall contain such terms (if any) as the Committee may in its sole discretion determine concerning the effects of a Public Offering upon the vesting or exercisability of any Award granted hereunder.

Section 11.  Amendment and Termination.

(a)Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Document or in this Plan, the Committee may amend, alter, suspend, discontinue or terminate this Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) approval by the shareholders of the Company if such approval is necessary to comply with any tax or regulatory requirement for which or with which the Board deems it necessary or desirable to qualify or comply and (ii) the consent of the affected Participant if such action would adversely affect the rights of such Participant(s) under any outstanding Award, as determined in the reasonable good faith judgement of the Committee.  Notwithstanding anything to the contrary in this Plan, the Committee may delegate to one or more officers of the Company the authority to amend this Plan in such manner as may be necessary to enable this

12

Plan to achieve its stated purposes in any jurisdiction outside the United States in a tax efficient manner or in compliance with local law.

(b)The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award; provided, that no such action shall impair the rights of any affected Participant or holder or beneficiary under any Award theretofore granted under this Plan, as determined in the reasonable good faith judgment of the Committee; and provided further that, except as provided in Section 5(e), no such action shall reduce the exercise price of any Option established at its date of grant.

(c)The Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, a Capital Event affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles), whenever such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan.

(d)The Committee may correct any defect, supply any omission or reconcile any inconsistency in this Plan or any Award in the manner and to the extent it shall deem desirable to carry this Plan into effect; provided, that no such action shall impair the rights of any affected Participant or holder or beneficiary under any Award theretofore granted under this Plan, as determined in the reasonable good faith judgment of the Committee.

Section 12.  Miscellaneous.

(a)No employee, independent contractor, Participant or other person shall have any claim to be granted any Award under this Plan, and there is no obligation for uniformity of treatment of employees, independent contractors, Participants or holders or beneficiaries of Awards under this Plan.  The terms and conditions of Awards need not be the same with respect to each recipient.

(b)The Company is authorized to withhold from any Award granted or any payment due or transfer made under any Award or under this Plan or from any compensation or other amount owing to a Participant the amount (in cash, Common Shares, other securities, other Awards or other property) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under this Plan and to take such other action (including, without limitation, providing for elective payment of such amounts in cash, Common Shares, other securities, other Awards or other property by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.  The amount of any share withholding in respect of any withholding due in respect of a tax event relating to an Award shall not exceed the amount of the minimum applicable withholding relating to such event.

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(c)Nothing contained in this Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(d)The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ or service of the Company or any Affiliate.   Further, the Company or the applicable Affiliate may at any time dismiss a Participant from employment or terminate the services of an independent contractor, free from any liability, or any claim under this Plan, unless otherwise expressly provided in this Plan, in any Award Document, in any other agreement binding the parties or under applicable law.

(e)If any provision of this Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify this Plan or any Award under any applicable law, such provision shall be construed or deemed amended to conform to such law, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of this Plan and any such Award shall remain in full force and effect.

(f)Neither this Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person.  To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(g)No fractional Common Shares shall be issued or delivered pursuant to this Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Common Shares, or whether such fractional Common Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

(h)A participant shall, as a condition precedent to the to the exercise of any Award under the Plan, have executed a joinder to the Shareholders’ Agreement in the form of Exhibit A thereto and be in compliance with the Shareholders’ Agreement.

(i)All Awards granted under the Plan will be issued in compliance with all applicable securities laws, including Rule 701 under the Securities Act.

Section 13.  Effective Date of Plan.

This Plan shall be effective as of the Effective Date.

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Section 14.  Term of This Plan.

No Award shall be granted under this Plan after the tenth anniversary of the Effective Date.  However, unless otherwise expressly provided in this Plan or in an applicable Award Document, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend this Plan, shall extend beyond such date.

Section 15.  Governing Law; Dispute Resolution.

(a)The provisions of this Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without application of the conflict of laws principles thereof.

(b)Any dispute, controversy or claim arising out of, relating to or in connection with the Plan or any Award hereunder shall be submitted to binding arbitration in New York, New York, in accordance with the commercial rules then outstanding of the American Arbitration Association, and judgment upon the arbitral award rendered may be entered in any court having jurisdiction thereover.

(c)With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A, and the provisions hereof shall be interpreted and administered in a manner that satisfies the requirements of Section 409A and the related regulations thereunder.

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EX-10.7

Exhibit 10.7

SYMBION, INC.

EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN AND

SUMMARY PLAN DESCRIPTION

Amended and Restated March 1, 2006

SYMBION, INC.

EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN AND

SUMMARY PLAN DESCRIPTION

TABLE OF CONTENTS

INTRODUCTION	Introduction	1
SECTION 1.	In General	1
SECTION 2.	Definitions	1
SECTION 3.	What Benefits Are Provided Under the Plan?	4
SECTION 4.	How Do I Become Eligible to Receive Benefits?	5
SECTION 5.	How Do I Make a Claim for Benefits?	5
SECTION 6.	Can I Lose My Plan Benefits?	6
SECTION 7.	What Are My Rights if My Claim for Benefits Is Denied?	6
SECTION 8.	May I Assign My Rights Under This Plan?	7
SECTION 9.	What Events Can Cause the Plan To Be Changed or Terminated?	7
SECTION 10.	Additional Information	8
SECTION 11.	What Are My Rights Under ERISA?	8
SECTION 12.	Summary of Plan Information	9

INTRODUCTION

This Plan document was adopted effective December 11, 1997, and revised effective May 11, 2000 to reflect that UniPhy Healthcare, Inc. changed its name to Symbion, Inc. The Plan has been amended from time to time and was amended and restated effective March 1, 2006. This document is a summary of your benefits, rights and obligations under the Symbion, Inc. Executive Change in Control Severance Plan (the “Plan”). This document is intended to comply with both the summary plan description and the written plan requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”) and the regulations issued under ERISA by the United States Department of Labor.

Symbion, Inc. (“Symbion”) may generally amend or terminate the Plan at any time prior to a “change in control” (see definitions). For that reason, all statements in this document are subject to change at any time prior to a change in control without notice.

The Plan Administrator has the discretion to interpret the provisions of the Plan and make determinations for the payment of Plan benefits. All such determinations are final, binding and conclusive.

SECTION 1.   In General

Symbion has established the Plan with the intention of providing benefits to Eligible Employees of Symbion and its Affiliates under the conditions described in this document. Plan benefits are intended to provide additional compensation to Eligible Employees whose positions are eliminated or adversely effected following a change in control of Symbion. Therefore, the amount of your benefit is calculated without regard to your actual period of unemployment following a change in control, if any.

This document constitutes the entire written Plan. Any oral or other written expressions of the Plan or related to the Plan or its subject matter are completely superseded by this document. Except for a formal written Plan amendment that is properly adopted by Symbion, or a written modification authorized under Section 9, any oral or written statements concerning the Plan shall not modify or add to this Plan document.

As is more fully explained in Section 4, severance benefits are not provided under this Plan if your employment termination is not connected with a Change in Control.

SECTION 2.   Definitions

Defined terms in the Plan are indicated by initial capitalization of the term. References to a “Section” mean a section of this Plan. Pronouns that refer to one gender include the other gender. “You” or “your” means you, an individual in the employ of Symbion.

a.“Administrator” or “Plan Administrator” means the chief executive officer of Symbion. The Administrator may delegate any of his or her duties or authorities to a committee

of the Board of Directors. The Administrator has absolute discretion to make all decisions under the Plan, including making determinations about eligibility for and the amounts of Benefits payable under the Plan and interpreting all Plan provisions. All decisions of the Administrator are final, binding and conclusive. If a Change in Control occurs, as described in Section 2.e, the Administrator shall be the individual who was the chief executive officer of Symbion immediately prior to the Change in Control.

b.“Affiliate” means Symbion and all corporations, partnerships, trusts and other entities that are members, with Symbion, of a controlled group of corporations or a group of trades or businesses under common control under Sections 414(b) and (c) of the Internal Revenue Code.

c.“Annual Pay” means the following items of compensation payable to an Eligible Employee immediately prior to the time of a Change in Control that gives rise to payment of Benefits to the Eligible Employee hereunder:

(1)Normal monthly salary payable on regular payroll dates, as adjusted to an annualized rate.

(2)Cash bonuses (including deferred bonus accruals) normally payable in the fiscal year of Symbion that includes the Change in Control, calculated by reference to (i) the bonus amount that has been determined for the fiscal year, (ii) if no bonus amount has been determined, the bonus payment plan or policy previously adopted by the board of directors of Symbion, or, (ii) if no such plan or policy has been adopted, the amount of bonuses paid in the prior fiscal year (as adjusted for increases in cost of living announced by federal government) to the Eligible Employee or to a similarly situated employee of Symbion or an Affiliate, and as enhanced for increases in the profitability of Symbion or increases in value of shareholder equity.

(3)The value of noncash benefits (taxable or nontaxable) under fringe benefit arrangements of Symbion or an Affiliate normally available to the Eligible Employee, to the extent that such fringe benefits are not otherwise provided to the Eligible Employee as a Benefit pursuant to Section 4

d.“Benefit” means the severance benefits described in Section 3.

e.“Change in Control” means the occurrence at any time during the employment term of an Eligible Employee of any of the following events:

(1)An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as that term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the company’s then outstanding voting Securities; provided, however, in determining whether a Change in Control has occurred, Voting Securities which are acquired in a Non-Control Acquisition shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” shall

mean an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company, or (B) any corporation or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by the Company (for purposes of this definition, a “Subsidiary”), (2) the Company or its Subsidiaries, or (3) any person in connection with a Non-Control Transaction (as hereinafter defined);

(2)The individuals who, as of the date of this Agreement, are members of the Company’s Board of Directors (the “Incumbent Board”), cease for any reason to constitute at least a majority of the members of the Company’s Board of Directors; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; provided, further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Company’s Board of Directors (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(3)Approval by stockholders of the Company of:

(i)A merger, consolidation or reorganization involving the Company, unless such merger, consolidation or reorganization is a Non-Control Transaction. A “Non-Control Transaction” shall mean a merger, consolidation or reorganization of the Company where:

(A)the stockholders of the company, immediately before such merger, consolidation or reorganization, own directly or indirectly immediately following such merger, consolidation or reorganization, more than 50% of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization (the “Surviving Corporation”) in substantially the same proportion as their own ownership of the Voting Securities immediately before such merger, consolidation or reorganization; and

(B)the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least a majority of the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly owning a majority of the Voting Securities of the Surviving Corporation;

(ii)           A complete liquidation or dissolution of the Company; or

(iii)An agreement for the sale or other disposition of all of the assets of the Company to any Person (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

f.“Eligible Employee” means an Employee who satisfies the eligibility requirements of Section 4 and is identified on Exhibit A to this Plan as an Eligible Employee.

g.           “Employee” means an employee of Symbion or an Affiliate.

h.           “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

i.“Plan” means the Symbion, Inc. Executive Change in Control Severance Plan.

j.“Successor Employer” means a person or entity that acquires all or any part of Symbion through purchase of assets, purchase of stock, trade of assets or stock, spin-off, merger or acquisition in a transaction that is a Change in Control, or a person or entity that acquires control of Symbion in any similar type of transaction.

k.“Symbion” means Symbion, Inc., and its successors and assigns.

SECTION 3.   What Benefits Are Provided Under the Plan?

Amount of Benefits:

Only Eligible Employees who satisfy the conditions of Section 4 will be entitled to Benefits. The amount of Benefits shall be:

a.Cash compensation equal to the amount of the Eligible Employee’s Annual Pay that would be paid over the period set forth on Exhibit A.

b.Participation in medical, life, disability and similar benefit plans that are offered to active employees of Symbion, or its successor, for the period of set forth on Exhibit A, following termination of employment at no cost to the Eligible Employee.

Schedule of Payments:

Symbion will pay cash Benefits in a single lump sum within 30 days following termination of employment of an Eligible Employee. All other amounts will be promptly paid upon submission of receipts or other evidence of expenses eligible for reimbursement as Benefits to the chief financial officer of Symbion or his designee.

SECTION 4.   How Do I Become Eligible to Receive Benefits?

You will become entitled to Benefits under the Plan if you are an Eligible Employee and satisfy the following conditions:

a.Your employment is terminated in connection with a Change in Control.

b.You are not offered employment by Symbion or a Successor Employer that is substantially equivalent to or better than the position you held with Symbion immediately prior to the Change in Control, or within 12 months following a Change in Control your position is no longer substantially equivalent or better. The determination of “substantially equivalent” shall be made by the Plan Administrator on the basis of all relevant facts and circumstances, including compensation, retirement and welfare benefits, fringe benefits, level of responsibility, the similarity of duties and responsibilities as compared to the Eligible Employee’s work training and experience, and the amount of time reasonably required to perform the duties of the position. A position is not substantially equivalent unless: (i) the cash compensation offered is the same or higher than you earned immediately prior to the Change in Control, as adjusted for annual cost of living increases; (ii) deferred compensation, incentive and equity compensation, and health and welfare benefits are not, in the aggregate similar, to those provided immediately prior to the Change in Control; or (iii) the workplace to be provided is more than 50 miles from the workplace inhabited by the Eligible Employee immediately prior to the Change in Control.

Determinations of eligibility for Benefits are made by the Administrator. Any decisions as to eligibility, the availability of Benefits under the Plan or the interpretation of the Plan’s provisions shall be made by the Administrator in its sole and absolute discretion. Such decisions shall be final, binding and conclusive.

SECTION 5.   How Do I Make a Claim for Benefits?

If your Benefits are not automatically paid to you, you may file a request for Benefits in writing with the Plan Administrator and a copy to the chief executive officer.

SECTION 6.   Can I Lose My Plan Benefits?

Generally, you will not be entitled to Plan Benefits if you do not satisfy the eligibility requirements and conditions stated in Section 4. Failure to timely submit an application for benefits in writing, as specified in Section 5, will result in a loss of Plan Benefits.

You cannot lose your Benefits if following termination of employment you become employed by Symbion or an Affiliate after Benefits are paid.

SECTION 7.   What Are My Rights if My Claim for Benefits Is Denied?

If an Employee’s claim for Benefits is denied, the Administrator will furnish written notice of denial to the Employee making the claim (the “Claimant”) within 90 days of the date the claim is received, unless special circumstances require an extension of time for processing the claim. This extension will not exceed 90 days, and the Claimant must receive written notice stating the grounds for the extension and the length of the extension within the initial 90-day review period. If the Administrator does not provide written notice, the Claimant may deem the claim denied and seek review according to the appeals procedures set forth below.

The notice of denial to the Claimant shall state:

a.the specific reasons for the denial,

b.specific references to pertinent provisions of the Plan on which the denial was based,

c.a description of any additional material or information needed for the Claimant to perfect his or her claim and an explanation of why the material or information is needed, and

d.a statement that the Claimant may request a review upon written application to the Administrator, review pertinent Plan documents, and submit issues and comments in writing and that any appeal that the Claimant wishes to make of the adverse determination must be in writing to the Administrator within 60 days after the Claimant receives notice of denial of Benefits.

The notice of denial of Benefits shall identify the name and address of the Administrator to which the Claimant may forward an appeal. The notice may state that failure to appeal the action to the Administrator in writing within the 60-day period will render the determination final, binding and conclusive.

If the Claimant appeals to the Administrator, the Claimant or his or her authorized representative may submit in writing whatever issues and comments he or she believes to be pertinent. The Claimant will be provided reasonable access to, and copies of, all documents relevant to the Claimant’s claim for benefits.  The Administrator shall reexamine all facts related to the appeal, including all information submitted by the Claimant, and make a final determination of whether the denial of Benefits is justified under the circumstances. The Administrator shall advise the Claimant in writing of:

(1)the Administrator’s decision on appeal,

(2)the specific reasons for the decision,

(3)a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents relevant to the Claimant’s claim for benefits, and

(4)the specific provisions of the Plan on which the decision is based.

Notice of the Administrator’s decision shall be given within 60 days of the Claimant’s written request for review, unless additional time is required due to special circumstances. In no event shall the Administrator render a decision on an appeal later than 120 days after receiving a request for a review.

SECTION 8.   May I Assign My Rights Under This Plan?

No. Any attempt to assign rights under the Plan is invalid and void.

SECTION 9.   What Events Can Cause the Plan To Be Changed or Terminated?

Symbion may terminate or amend the Plan at any time prior to a Change in Control in its sole discretion. However, once a Change in Control occurs, no amendment or termination will be effective with respect to an Eligible Employee unless he or she consents to such amendment in writing after consultation with legal counsel.

In compliance with Section 402(b)(3) of ERISA, Symbion must comply with the following procedure before any termination or amendment to the Plan is effective:

a.The Plan may only be modified or terminated by a written amendment that is authorized by Symbion.

b.Symbion’s authorization of the amendment must be evidenced by one of the following: (1) a resolution of the board of directors; (2) execution of the amendment by the chief executive officer, president or secretary; or (3) ratification of the amendment by either a resolution of the board of directors or written confirmation of ratification by the chief executive officer, president or secretary.

c.Notice of the amendment must be provided to the Administrator.

d.Notice of the amendment must be provided to all Eligible Employees at least 30 days prior to the effective date of the amendment.

Oral amendments and modifications of this Plan are not effective. All amendments and modifications must be in writing and signed as provided above to be effective.

SECTION 10.   Additional Information

These Benefits are paid out of the general assets of Symbion. No particular fund or trust has been established to pay these Benefits, and this Plan does not give you any rights to any particular assets of Symbion.

Cash amounts paid under a severance plan is generally considered taxable income to the recipient.

SECTION 11.   What Are My Rights Under ERISA?

As a Participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan Participants shall be entitled to:

(a)Examine, without charge, at the office of the Plan Administrator and at other specified locations, all Plan documents, including insurance contracts, and copies of all documents filed by the Plan with the U.S. Department of Labor, such as detailed annual reports and plan descriptions, and available at the Public Disclosure Room of the Employee Benefits Security Administration.

(b)Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. The Plan Administrator may make a reasonable charge for the copies.

(c)Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each Participant with a copy of this summary annual report.

In addition to creating rights for Plan Participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan Participants and Beneficiaries. No one, including your Employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Benefit under this Plan or from exercising your rights under ERISA.

If your claim for a Benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to obtain copies of documents relating to the decision without charge and the right to have the Plan Administrator review and reconsider your claim.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you

are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds that your claim is frivolous.

If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

SECTION 12.   Summary of Plan Information

Name of Plan:  Symbion, Inc. Executive Change in Control Severance Plan

Name and Address of Company:

Symbion, Inc.

40 Burton Hills Boulevard

Suite 500

Nashville, Tennessee 37212

Who Pays for the Plan:	The cost of the Plan is paid entirely by Symbion.
Company’s Employer Identification No.:	62-1625480
Plan Year:	January 1 to December 31

Plan Administrator, Name, Address and Telephone No.:

Richard Francis, Chief Executive Officer

Symbion, Inc.

40 Burton Hills Boulevard, Suite 500

Nashville, Tennessee 37212

(615) 234-5900

Agent for Service of Legal Process: Chief executive officer or the Plan Administrator.

IN WITNESS WHEREOF, Symbion, Inc., acting through the undersigned authorized representative, has executed this Plan as of the day and year written above.

	SYMBION, INC.
By:	/s/ Richard E. Francis, Jr.
Its:	Chairman and Chief Executive Officer

EX-10.8

Exhibit 10.8

SYMBION HOLDINGS CORPORATION

COMPENSATORY EQUITY

PARTICIPATION PLAN

(As Adopted Effective August 23, 2007)

SYMBION HOLDINGS CORPORATION

COMPENSATORY EQUITY PARTICIPATION PLAN

Section 1.01.  Purpose of the Plan.  The purpose of this Symbion Holdings Corporation Compensatory Equity Participation Plan (the “Plan”) is to provide eligible employees, officers, directors and consultants of Symbion Holdings Corporation (the “Company”) and certain of its affiliates with an opportunity to acquire a proprietary interest in the success of the Company through offers (“Offers”) allowing those individuals to acquire shares of common stock in the Company (“Shares”).  The Offers under the Plan shall be compensatory in nature, with a view toward creating long-term incentives for the Participants to remain at the Company or its affiliates in order to exert the maximum of effort in the performance of their services for the Company and its affiliates.  All Offers of Shares under the Plan are intended to comply with the exemption from registration under the Securities Act of 1933 pursuant to Rule 701 under that Act.

Section 1.02Administration of the Plan.   The Plan shall be administered by the board of directors of the Company or a committee thereof (the “Administrator”).  Subject to the express terms and conditions set forth herein, the Administrator shall have the power from time to time to:

(i)determine the Participants to whom Shares shall be offered under the Plan and the amount of the capital contribution to be offered to be made by each such Participant and to prescribe the terms and conditions (which need not be identical) of each such Offer as set forth in the Offer Documents (as defined below), including the purchase price for each Share;

(ii)to construe and interpret the Plan and the Offer Documents and to establish, amend and revoke rules and regulations for the administration of the Plan and the Offer Documents, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in the Plan or in any Offer Documents; and

(iii)generally, to exercise such powers and to perform such acts as are deemed necessary or advisable to promote the best interests of the Company with respect to the Plan.

Section 1.03Shares.  The Administrator shall determine from time to time the type, amount and terms of the Shares to be made available for Offers under the Plan.

1

Section 1.04Participants.  The class of individuals eligible to receive Offers under the Plan shall consist of all employees, officers, directors, consultants and advisers of the Company, its parent entities, its subsidiaries and all affiliates.  From this class, the Administrator shall from time to time choose the individuals who shall receive Offers under the Plan (the “Participants”) and shall determine the terms of such Offers.

Section 1.05Offers and Offer Documents.  In connection with each Offer made under the Plan, the Administrator shall determine the documentation that will be used to convey such Offer and the documentation that will be used to establish the terms and conditions of such Offer, including any applicable Employee Contribution Agreement or Substitute Option Award Document, as well as the terms and conditions of the Shares being offered (collectively, the “Offer Documents”).  The Offer Documents relating to each Offer shall control with respect to the matters covered by that documentation.  In the case of any inconsistency between the provisions in this Plan and those contained in any Offer Documents, the provisions of such Offer Documents will control in all respects.

Section 1.06No Rights as an Employee or Service Provider.  Nothing in the Plan or in any right granted under the Plan shall confer upon any Participant any right to continue in the employment or service of the Company or any of its affiliates for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or any of its affiliates, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without cause.

Section 1.07Securities Law Requirements.  All Offers of Shares under the Plan are intended to comply with the exemption from registration under the Securities Act of 1933 pursuant to Rule 701 under that Act.  Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations.

Section 1.08Amendment or Discontinuance.  The Administrator shall have the right to amend, suspend or terminate the Plan at any time and without notice.

Section 1.09Governing Law.  Except as to matters of federal law, this Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Delaware without giving effect to conflicts of law principles.

Section 1.10Effectiveness.  The Plan is effective as of August     , 2007 and shall remain in effect unless and until terminated by action of the

2

Administrator.  To record the adoption of the Plan by the Company on August     , 2007, the Company has caused this Plan document to be executed as of such date.

ADOPTED AND APPROVED:
	SYMBION HOLDINGS CORPORATION
	By:	/s/ Richard E. Francis, Jr.
		Name:	Richard E. Francis, Jr.
		Title:	Chief Executive Officer

3

EX-10.9

Exhibit 10.9

SHAREHOLDERS AGREEMENT

dated as of

August 23, 2007

among

SYMBION HOLDINGS CORPORATION,

CRESTVIEW SYMBION HOLDINGS, L.L.C.,

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY,

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
(FOR ITS GROUP ANNUITY SEPARATE ACCOUNT),

TRIDENT IV, L.P.,

TRIDENT IV PROFESSIONALS FUND, L.P.,

BANC OF AMERICA CAPITAL INVESTORS V, L.P.,

R6 OVERSEAS OPPORTUNITY FUND, LTD.,

R6 OPPORTUNITY FUND, L.P.

and

CERTAIN OTHER PERSONS NAMED HEREIN

TABLE OF CONTENTS

	PAGE
ARTICLE 1
DEFINITIONS
Section 1.01 . Definitions. (a) As used herein, the following terms have the following meanings:	2
Section 1.02 . Other Definitional and Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “, but not limited to,”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.	11
ARTICLE 2
CORPORATE GOVERNANCE
Section 2.01 . Composition of the Board. (a) The Board shall consist of up to seven directors for so long as Mr. Richard E. Francis, Jr. remains the Chief Executive Officer of the Company (and thereafter shall be such size as the Board may determine). One of the directors shall be Mr. Richard E. Francis, Jr. for so long as he remains the Chief Executive Officer of the Company, one of the directors shall be

	PAGE
Mr. Clifford G. Adlerz for so long as he remains the Chief Operating Officer and President of the Company, one director shall be designated by Trident IV for so long as Trident IV owns at least 50% of the Common Stock acquired by it on the Closing Date and the remaining directors shall be designated by Crestview Partners (ERISA), L.P. for so long as the Crestview Shareholder owns at least 50% of the Common Stock acquired by it on the Closing Date. Mr. Francis shall be the Chairman of the Board for so long as he remains the Chief Executive Officer of the Company. Crestview Partners (ERISA), L.P. and Trident IV shall consult with Mr. Francis on the identity of their respective designees to the Board before making such designations	11
Section 2.02 . Removal. Each Shareholder agrees that, if at any time it is then entitled to vote for the removal of directors from the Board, it shall not vote any of its Shares in favor of the removal of any director who shall have been designated pursuant to Section 2.01 or Section 2.03, unless such removal shall be for Cause or the Person or Persons entitled to designate or nominate such director shall have consented to such removal in writing; provided that, if the Person or Persons entitled to designate any director pursuant to Section 2.01 shall request in writing the removal, with or without cause, of such director, such Shareholder shall vote its Shares in favor of such removal	12
Section 2.03 . Vacancies. If, as a result of death, disability, retirement, resignation, removal (with or without cause) or otherwise, there shall exist or occur any vacancy on the Board:	12
Section 2.04 . Meetings. The Board shall hold a regularly scheduled meeting at least once every calendar quarter. The Company shall pay all reasonable out-of-pocket expenses incurred by each director in connection with attending regular and special meetings of the Board and any committee thereof, and any such meetings of the board of directors of any Subsidiary of the Company and any committee thereof	13
Section 2.05 . Action by the Board. (a) A quorum of the Board shall consist of a majority of the directors which includes all of the designees of the Crestview Shareholder who are employees, officers or partners of a Crestview Fund itself (each such designee, a “Crestview Fund Designee”) unless otherwise waived in writing by the Crestview Shareholder; provided that the Crestview Shareholder shall have the right at any time to increase the number of directors necessary to constitute such quorum	13
Section 2.06 . Actions Requiring Consent. Subject to the provisos set forth at the end of this Section, for so long as the Crestview Shareholder (together with any Permitted Transferees thereof) shall own at least

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	PAGE
50% of the Shares held by the Crestview Shareholder on the Closing Date, the Company shall not, shall not permit any of its wholly owned Subsidiaries to, and shall use all commercially reasonable efforts to cause its less than wholly owned Subsidiaries and joint ventures (whether majority or minority owned by the Company) not to, take any of the following actions (or agree or commit to take any of the following actions) without (x) the approval of a majority of the Board and (y) the prior written consent of the Crestview Shareholder, acting in its capacity as a stockholder of the Company:	13
Section 2.07 . Charter or Bylaw Provisions. Each Shareholder agrees to vote its Shares or execute proxies or written consents, as the case may be, and to take all other actions necessary, to ensure that the Charter and Bylaws (i) facilitate, and do not at any time conflict with, any provision of this Agreement and (ii) permit each Shareholder to receive the benefits to which each such Shareholder is entitled under this Agreement. The Charter and Bylaws shall provide for (x) the elimination of the liability of each director on the Board to the maximum extent permitted by applicable law and (y) indemnification of each director on the Board for acts on behalf of the Company to the maximum extent permitted by applicable law	17
Section 2.08 . Notice of Meeting. The Company shall give each director notice and the agenda for each meeting of the Board or any committee thereof a reasonable period of time before such meeting in light of the circumstances thereof	17
Section 2.09 . Subsidiary Governance. The Company agrees that it will vote (or cause the voting of) the shares of the capital stock of its Subsidiaries, including shares of its less than wholly owned Subsidiaries or its minority joint ventures, and each Shareholder agrees to vote its Shares and to cause its representatives on the Board, subject to their fiduciary duties, to vote and take other appropriate action, in each case to give effect to the agreements in this Article 2 in respect of any Subsidiary of the Company (including Section 2.06 hereof)	17
Section 2.10 . Rights to Appoint Board Observers. NW Mutual shall have the right to appoint two individuals to attend each meeting of the Board and each meeting of the board of directors of Symbion, Inc. (the “Symbion, Inc. Board”), BACI shall have the right to appoint one individual to attend each meeting of the Board and the Symbion, Inc. Board, and Trident IV shall have the right to appoint one individual to attend each meeting of the Symbion, Inc. Board, in each case as non-voting observers (the “Board Observers”) and whether such meeting is conducted in person or by teleconference. The Board Observers shall be entitled to receive notices of all meetings of the Board and the Symbion, Inc. Board and to obtain copies of all

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	PAGE
materials provided to the Board or the Symbion, Inc. Board; provided that, for the sake of clarity, the Board Observers shall have no voting rights whatsoever with respect to actions taken by the Board or the Symbion, Inc. Board. The Company shall provide to R6, at substantially the same time as such materials are provided to members of the Board or the Symbion, Inc. Board, as applicable, copies of all materials formally provided to such members in connection with meetings of the Board or the Symbion, Inc. Board (including board meeting minutes and resolutions that are formally adopted). The Board Observers will be asked to leave all or a portion of a meeting of the Board or the Symbion, Inc. Board to the extent such board of directors is discussing (and will not be entitled to receive any) information that is subject to any legal privilege. The Company shall pay all reasonable out-of-pocket expenses incurred by each Board Observer in connection with attending regular and special meetings of the Board and the Symbion, Inc. Board	17
ARTICLE 3
RESTRICTIONS ON TRANSFER
Section 3.01 . General Restrictions on Transfer. (a) Each Shareholder understands and agrees that the Company Securities have not been registered under the Securities Act and are restricted securities under such act. Each Shareholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the terms and conditions of this Agreement	18
Section 3.02 . Legends. (a) In addition to any other legend that may be required, each certificate for Company Securities issued to any Shareholder shall bear a legend in substantially the following form:	18
Section 3.03 . Permitted Transferees. Notwithstanding anything in this Agreement to the contrary, any Shareholder may at any time Transfer any or all of its Company Securities to one or more of its Permitted Transferees without the consent of the Board or any other Shareholder or group of Shareholders and without compliance with Sections 3.04, 3.05, 4.01, 4.02 and 4.04 so long as (i) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement in the form of Exhibit A attached hereto and (ii) the Transfer to such Permitted Transferee is in compliance with the Securities Act and any other applicable securities or “blue sky” laws	19
Section 3.04 . Restrictions on Transfers by Institutional Shareholders. (a) Except as otherwise waived in any instance by the Company, the Company’s Chief Executive Officer and the Crestview Shareholder

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	PAGE
(who may each grant or withhold such waiver in their sole discretion) in the case of a Transfer by any Institutional Shareholder (other than the Crestview Shareholder), no Institutional Shareholder shall Transfer any of its Company Securities, except to one or more of its Permitted Transferees in accordance with Section 3.03 or as follows:	19
Section 3.05 . Restrictions on Transfers by Management Shareholders. (a) Except as otherwise waived in any instance by the Company, the Company’s Chief Executive Officer and the Crestview Shareholder (who may each grant or withhold such waiver in their sole discretion), no Management Shareholder shall Transfer any of its Company Securities, except to one or more of its Permitted Transferees in accordance with Section 3.03 or as follows:	20
ARTICLE 4
TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS; RIGHTS OF FIRST REFUSAL; PREEMPTIVE RIGHTS; REPURCHASE RIGHTS
Section 4.01 . Tag-Along Rights. (a) Subject to Sections 4.01(g) and (h), 4.03 and 4.04, if any Shareholder (the “Tag-Along Seller”) proposes to Transfer to a Third Party, in a transaction otherwise permitted by Article 3, in a single transaction or in a series of related transactions a number of Company Securities held by the Tag-Along Seller that exceeds 2% of the aggregate number of any outstanding Company Securities (a “Tag-Along Sale”):	20
Section 4.02 . Drag-Along Rights. (a) Subject to Sections 4.02(e), 4.02(f), 4.03 and 4.04, if the Crestview Shareholder (the “Drag-Along Seller”) enters into an agreement to sell all or substantially all of its Company Securities to a Third Party (whether pursuant to a merger acting through Parent, stock sale or otherwise) (a “Drag-Along Sale”), the Drag-Along Seller may at its option require all Other Shareholders to, and the Other Shareholders shall, (i) Transfer the Drag-Along Portion of Company Securities (“Drag-Along Rights”) then held by every Other Shareholder (and shall not exercise any appraisal or dissenter’s rights that may otherwise be available to any such Other Shareholder under applicable law), and (ii) subject to and at the closing of the Drag-Along Sale, exercise such number of options or warrants for Shares held by every Other Shareholder as is required in order that a sufficient number of Shares are available to Transfer the relevant Drag-Along Portion of Company Securities of each such Other Shareholder, in each case for the same consideration per Share as the Drag-Along Seller and otherwise on the same terms and conditions as the Drag-Along Seller; provided that any Other Shareholder that holds options the exercise price per share of which is greater than the per share price at which the Shares are to be

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Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in lieu of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Shares acquired upon exercise of any options or warrants, or the Drag-Along Sale is not consummated, any options or warrants exercised or canceled in contemplation of such Drag-Along Sale shall be deemed not to have been exercised or canceled, as applicable	23
Section 4.03 . Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section 4.01 or 4.02, the rights and obligations of the Shareholders to participate in a Tag-Along Sale under Section 4.01 or a Drag-Along Sale under Section 4.02 are subject to the following conditions:	26
Section 4.04 . Rights of First Refusal. (a) If, at any time, any Shareholder receives from or otherwise negotiates with a Third Party an offer to purchase any or all of the Company Securities owned or held by that Shareholder (an “Offer”), and that Shareholder (the “ROFR Seller”) intends to pursue the Transfer of such Company Securities to that Third Party, then the ROFR Seller shall give notice (an “Offer Notice”) to the other Shareholders (the “ROFR Offerees”) and to the Company that the ROFR Seller desires to accept the Offer, which notice shall also set forth the number and kind of Company Securities proposed to be sold (the “Offered Securities”), the price per share that the ROFR Seller proposes to be paid for those Offered Securities (the “Offer Price”) and all other material terms and conditions of the Offer	27
Section 4.05 . Preemptive Rights. (a) The Company shall give each Shareholder notice (an “Issuance Notice”) of any proposed issuance by the Company of any Company Securities at least 20 Business Days prior to the proposed issuance date. The Issuance Notice shall specify the price at which such Company Securities are to be issued and the other material terms of the issuance. Subject to Section 4.05(f) below, each Shareholder shall be entitled to purchase up to such Shareholder’s Preemptive Rights Share of the Company Securities proposed to be issued, at the price and on the terms specified in the Issuance Notice. For purposes of this Agreement, the term “Preemptive Rights Share” shall mean, with respect to any Holder, the percentage that results from dividing (i) that Shareholder’s Aggregate Ownership (immediately before giving effect to the issuance) of Common Stock by (ii) the Aggregate Ownership (immediately before giving effect to the issuance) of the Common Stock held by all Shareholders	30

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Section 4.06 . Purchase Option. (a) In the event that any Management Shareholder shall cease to be employed by or in the service of the Company or any of its Subsidiaries due to (i) death, disability, retirement, or voluntary resignation or (ii) termination with Cause, the Company shall have the right and option, at any time within the 90-day period (the “Option Period”) after the effective date of such termination of employment (the “Termination Date”) or, if later, the exercise date for the options under which such Option Shares are acquired (which Option Period shall be extended if such transaction is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days after the commencement of the Option Period), to purchase from such Management Shareholder all of the Option Shares then owned by such Management Shareholder (and his or her Permitted Transferees) at a purchase price equal to the Option Purchase Price (as defined below). The Company shall give notice to the Management Shareholder of its intention to purchase the Option Shares at any time not later than the end of the Option Period (which period shall be extended if such transaction is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days after the commencement of the Option Period). The right of the Company set forth in this Section 4.06 to purchase a Management Shareholder’s Option Shares is hereinafter referred to as the “Purchase Option”. For the avoidance of doubt, the Purchase Option shall not apply to the termination of a Management Shareholder’s employment with the Company or any Subsidiary (x) by the Company other than for Cause or (y) by either Mr. Francis or Mr. Adlerz, or any other Management Shareholder with an employment agreement or option award agreement that defines “good reason”, for Good Reason	32
Article 5
REGISTRATION RIGHTS
Section 5.01 . Demand Registration. (a) If at any time following the Closing Date, the Company shall receive a written request from the Crestview Shareholder (the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or any portion (so long as the value of such portion shall be equal to a minimum of $5 million for a S-1 registration and $1 million for a S-3 registration) of such Requesting Shareholder’s Registrable Securities, and specifying the intended method of disposition thereof and the number of Registrable Securities for which the Requesting

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Shareholder has requested registration under this Section 5.01 (the “Crestview Request Amount”), then the Company shall promptly give notice of such requested registration (a “Demand Registration”) at least 20 Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the Other Shareholders and thereupon shall use its reasonable best efforts to effect, as expeditiously as reasonably practicable, the registration under the Securities Act, but subject to the restrictions set forth in Sections 5.01(e) and 5.02, of:	33
Section 5.02 . Piggyback Registration. (a) Subject to Section 5.02(c), if the Company proposes to register any Company Securities under the Securities Act after the IPO, including a Demand Registration (other than a registration on Form S-8, S-4 or F-4, or any successor forms, relating to Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account or for other Persons (e.g., the Requesting Holder), the Company shall each such time give prompt notice at least 20 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder (the “Piggyback Notice”), which notice shall set forth such Shareholder’s rights under this Section 5.02 and the Crestview Request Amount (if such Public Offering is pursuant to a Demand Registration) and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 5.02(b). Subject to Section 5.02(c), upon the request of any such Other Shareholder made within 10 Business Days after the receipt of the Piggyback Notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all Shareholders, to the extent necessary to permit the disposition of the Registrable Securities so to be registered; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving notice of its intention to register any Company Securities for

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the Company’s own account pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration	36
Section 5.03 . Lock-Up Agreements. If any registration of Registrable Securities shall be effected in connection with a Public Offering, neither the Company nor any Shareholder shall effect any public sale or distribution, including any sale pursuant to Rule 144, of any Company Securities or other security of the Company (except as part of such Public Offering) during the period beginning 14 days prior to the effective date of the applicable registration statement until the earlier of (i) such time as the Company and the lead managing underwriter shall agree and (ii) 180 days following the effective date (such period, the “Lock-Up Period” for the applicable registration statement); provided that in the case of any post-IPO Public Offering, such lock-up restriction shall apply (x) only to any Registering Shareholder(s) and the Company and (y) to all Shareholders who beneficially own (as defined in the Exchange Act) more than 1% of the aggregate number of then outstanding Company Securities; and provided further that no such lock-up restriction may be waived by the underwriter(s) for any Institutional Shareholder unless such restriction shall simultaneously be waived for all Institutional Shareholders	37
Section 5.04 . Registration Procedures. Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 5.01 or 5.02, subject to the provisions of such Sections, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as reasonably practicable. In connection with any such request, the following shall occur:	38
Section 5.05 . Indemnification by the Company. The Company agrees to indemnify and hold harmless each Registering Shareholder beneficially owning any Registrable Securities covered by a registration statement, its officers, directors, employees, partners and agents, and each Person, if any, who controls such Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims,

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damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to the Company by such Shareholder or on such Shareholder’s behalf expressly for use therein. The Company also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Shareholders provided in this Section 5.05	42
Section 5.06 . Indemnification by Registering Shareholders. Each Registering Shareholder holding Registrable Securities included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Shareholder, but only with respect to information furnished in writing by such Shareholder or by an authorized representative of such Shareholder on such Shareholder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. Each such Shareholder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 5.06. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 5, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar

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securities. No Registering Shareholder shall be liable under this Section 5.06 for any Damages in excess of the net proceeds realized by such Shareholder in the sale of Registrable Securities of such Shareholder to which such Damages relate	42
Section 5.07 . Conduct of Indemnification Proceedings. If any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article 5, such Person (an “Indemnified Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Party, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding 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

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an unconditional release of such Indemnified Party from all liability arising out of such proceeding	43
Section 5.08 . Contribution. If the indemnification provided for in this Article 5 is unavailable to the Indemnified Parties in respect of any Damages, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages (i) as between the Company and the Registering Shareholders holding Registrable Securities covered by a registration statement on the one hand and the underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and such Shareholders on the one hand and the underwriters on the other, from the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and such Shareholders on the one hand and of such underwriters on the other in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations and (ii) as between the Company on the one hand and each such Shareholder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each such Shareholder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company and such Shareholders on the one hand and such underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and such Shareholders bear to the total underwriting discounts and commissions received by such underwriters, in each case as set forth in the table on the cover page of the prospectus. The relative fault of the Company and such Shareholders on the one hand and of such underwriters on the other 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 such Shareholders or by such underwriters. The relative fault of the Company on the one hand and of each such Shareholder on the other 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 such party, and the parties’ relative intent, knowledge, access to

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information and opportunity to correct or prevent such statement or omission	44
Section 5.09 . Participation in Public Offering. No Shareholder may participate in any Public Offering hereunder unless such Shareholder (i) agrees to sell such Shareholder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights	45
Section 5.10 . Other Indemnification. Indemnification similar to that specified herein (with appropriate modifications) shall be given by the Company and each Registering Shareholder participating therein with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act	46
Section 5.11 . Cooperation by the Company. If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request	46
Section 5.12 . No Transfer of Registration Rights. None of the rights of Shareholders under this Article 5 shall be assignable by any Shareholder to any Person acquiring Securities in any Public Offering or pursuant to Rule 144. The Demand Registration rights are not assignable or transferable by the Crestview Shareholder	46
ARTICLE 6
CERTAIN COVENANTS AND AGREEMENTS
Section 6.01 . Confidentiality. (a)  Each Shareholder agrees that Confidential Information furnished and to be furnished to it has been and may in the future be made available in connection with such Shareholder’s investment in the Company. Each Shareholder agrees that it shall use, and that it shall cause any Person to whom Confidential Information is disclosed pursuant to clause (i) below to use, the Confidential Information only in connection with its investment in the Company and not for any other purpose. Each Shareholder further acknowledges and agrees that it shall not disclose any Confidential Information to any Person, except that Confidential Information may be disclosed:	46

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Section 6.02 . Reports. The Company agrees to furnish each Institutional Shareholder, for so long as such Shareholder owns at least 3% of the Common Stock or 50% of the Common Stock held by such Institutional Shareholder on the Closing Date:	48
Section 6.03 . Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (i) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Shareholders included therein or (ii) on terms otherwise more favorable than this Agreement	49
Section 6.04 . Affiliate Transactions. The Company shall not, and shall not permit any of its Subsidiaries or Affiliates to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase, lease or otherwise acquire any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with or for the benefit of, any Institutional Shareholder or any Affiliate or “Associate” of any Institutional Shareholder (within the meaning of Rule 12b-2 under the Exchange Act), unless such transaction is on terms that are disclosed to the Board and each Board Observer and are no less favorable to the Company or such Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person; provided that the parties understand and agree that entry into, the performance of, and payment under, the Advisory Fee and Monitoring Agreement dated as of the date hereof between the Company and Crestview Advisor shall be deemed for all purposes to be consistent with this Section 6.04	49
Section 6.05 . Conflicting Agreements. The Company and each Shareholder represents and agrees that it shall not (i) grant any proxy or enter into or agree to be bound by any voting trust or agreement with respect to the Company Securities, except as expressly contemplated by this Agreement, (ii) enter into any agreement or arrangement of any kind with any Person with respect to any Company Securities that is inconsistent with the provisions of this Agreement or for the purpose or with the effect of denying or reducing the rights of any other Shareholder under this Agreement, including agreements or arrangements with respect to the Transfer or voting of its Company Securities or (iii) act, for any reason, as a member of a group or in concert with any other Person in connection with the Transfer or

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voting of its Company Securities in any manner that is inconsistent with the provisions of this Agreement	50
ARTICLE 7
MISCELLANEOUS
Section 7.01 . Binding Effect; Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Company Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Sections 5.05, 5.06, 5.07, 5.08 and 5.10 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Company Securities and (ii) Sections 6.01 (which shall survive as against such Shareholder for two years after such Shareholder ceases to beneficially own any Company Securities), 7.02, 7.05, 7.06, 7.07 and 7.08)	50
Section 7.02 . Notices. All notices, requests and other communications to any party shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission,	51
Section 7.03 . Waiver; Amendment; Termination. (a) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. No provision of this Agreement may be amended or otherwise modified, except by an instrument in writing executed by the Company with the approval of the Board, the Crestview Shareholder (for so long as it holds at least 50% of the Common Stock it acquired on the Closing Date) and Other Shareholders owning a majority of the outstanding Common Stock held by all Other Shareholders at that time; provided that (u) no amendment or modification that by its terms (as opposed to its effect) would adversely and disparately affect any Shareholder under the terms of this Agreement (relative to other Shareholders) shall be effective without the prior written consent of that Shareholder, (v) no amendment or modification of this Section 7.03 shall be effective without the prior written consent of the Company (with Board approval) and each Shareholder, (w) no amendment or modification of Section 3.05 or Section 4.06 shall be effective without the prior written consent of Management Shareholders owning a majority of the Company Securities held by the Management Shareholders on a Fully Diluted basis at that time, (x) no amendment or modification of Section 3.04 or Section 3.05 (as such Sections speak of the Chief Executive Officer of the Company)

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shall be effective without the consent of Mr. Francis, but only for so long as Mr. Francis remains CEO of the Company, and only as relates to the language in such Sections addressing the rights of the Chief Executive Officer of the Company thereunder, (y) no amendment or modification of Section 2.01(a) (as such Section speaks of Mr. Francis or Mr. Adlerz) shall be effective without the consent of Mr. Francis or Mr. Adlerz, as applicable, but only for so long as such Person remains CEO or COO of the Company, respectively, and only as relates to the language in such Section addressing his personal rights thereunder and (z) no amendment or modification of Section 2.01(a) (as such Section speaks of Trident IV) or Section 2.10 (as such Section speaks of NW Mutual, BACI or R6) shall be effective without the consent of Trident IV, NW Mutual, BACI or R6, as applicable	52
Section 7.04 . Fees and Expenses. (a) Unless otherwise provided herein or in any other written agreements between the parties hereto, all costs and expenses incurred in connection with the transactions contemplated by this Agreement, the Merger Agreement, the Subscription Agreement and all related transactions shall be paid by the party incurring such costs and expenses	52
Section 7.05 . Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws rules of such state	53
Section 7.06 . Jurisdiction. Except for any determination of Fair Market Values for purposes of this Agreement (which shall be determined in accordance with the definition thereof), the parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York County, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any case of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such

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court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.02 shall be deemed effective service of process on such party	53
Section 7.07 . WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY	53
Section 7.08 . Specific Enforcement. Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available	54
Section 7.09 . Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication)	54
Section 7.10 . Entire Agreement. This Agreement, the Subscription Agreement and the Employee Contribution Agreements constitute the entire agreement among the parties hereto and thereto and supersede all prior and contemporaneous agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter hereof and thereof	54
Section 7.11 . Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party	54

Exhibit A            Joinder Agreement

Exhibit B            Contact Information

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SHAREHOLDERS AGREEMENT

AGREEMENT (as the same may be amended from time to time, this “Agreement”) dated as of August     , 2007 among the following parties:

(i)Symbion Holdings Corporation, a Delaware corporation (the “Company”);

(ii)Crestview Symbion Holdings, L.L.C., a Delaware limited liability company (the “Crestview Shareholder”);

(iii)The Northwestern Mutual Life Insurance Company, a Wisconsin corporation, on behalf of itself and on behalf of its Group Annuity Separate Account (“NW Mutual”);

(iv)Trident IV, L.P. a Cayman Islands exempted limited partnership (“Trident IV”);

(v)Trident IV Professionals Fund, L.P., a Cayman Islands exempted limited partnership (“Trident IV PF”, and each of Trident IV and Trident IV PF, a “Trident Fund” and collectively, the “Trident Funds”);

(vi)Banc of America Capital Investors V, L.P., a Delaware limited partnership (“BACI”);

(vii)R6 Opportunity Fund, L.P., a Delaware limited partnership, and R6 Overseas Opportunity Fund, Ltd., a Cayman Islands exempted company, (collectively, “R6”) (each of the Crestview Shareholders, NW Mutual, Trident IV, Trident IV PF, BACI and R6, an “Institutional Shareholder”, and collectively, the “Institutional Shareholders”); and

(viii)Mr. Richard E. Francis, Jr., Mr. Clifford G. Adlerz and any other individual (or Person controlled by an individual) (A) who is or becomes a holder of capital stock of the Company and (B) who is or was in the employ of, or a consultant to, the Company or any Subsidiary (each such individual or Person, a “Management Shareholder” and collectively, the “Management Shareholders”).

Each of the Crestview Shareholder, NW Mutual, Trident IV, Trident IV PF, BACI, R6, the Institutional Shareholders and the Management Shareholders shall each also mean, if such Persons shall have Transferred any of their Company Securities to any of their respective Permitted Transferees, such Person and its, his or her Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election of such Person may be taken at the election of such Persons and its, his or her Permitted Transferees.

W I T N E S S E T H :

WHEREAS, pursuant to the terms of the Agreement and Plan of Merger dated as of April 24, 2007 (the “Merger Agreement”) by and among Symbion, Inc., a Delaware corporation, Symbol Acquisition, L.L.C., a Delaware limited liability company, and Symbol Merger Sub, Inc., a Delaware corporation, Symbol Merger Sub, Inc. will be merged with and into Symbion, Inc., with Symbion, Inc. as the surviving corporation (the “Merger”);

WHEREAS, prior to but in connection with the Merger, Symbol Acquisition, L.L.C. will be converted into the Company, which will become the parent holding company of Symbion, Inc. by virtue of the Merger;

WHEREAS, in connection with the Merger, (i) the Institutional Shareholders and the Company have entered into a Subscription Agreement (the “Subscription Agreement”) dated as of August 17, 2007 pursuant to which each such Institutional Shareholder has agreed to make an equity investment in the Company and will become a stockholder of the Company on the Closing Date, and (ii) each of Mr. Richard E. Francis, Jr. and Mr. Clifford G. Adlerz have entered into an Employee Contribution Agreement with the Company (collectively, the “Employee Contribution Agreements”) each dated as of August     , 2007 pursuant to which (A) each of Mr. Richard E. Francis, Jr. and Mr. Clifford G. Adlerz has agreed to contribute to the Company the number of shares of common stock of Symbion, Inc. that is held by him on the Closing Date and specified therein to be contributed by such Management Shareholder, and (B) in consideration of such contribution, the Company will issue the number of Shares to such Management Shareholder that is similarly specified therein;

WHEREAS, the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations after consummation of the transactions contemplated by the Merger Agreement and the Subscription Agreement;

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.01.  Definitions.  (a) As used herein, the following terms have the following meanings:

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“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided that no Shareholder shall be deemed an Affiliate of the Company or any other Shareholder solely by reason of any investment in the Company, the existence or exercise of any rights or obligations under this Agreement or the Company Securities held by that Shareholder.  For the purpose of this definition, the term “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Aggregate Ownership” means, with respect to any Shareholder or group of Shareholders, and with respect to any class of Company Securities, the total amount of Company Securities “beneficially owned” (as such term is defined in Rule 13d-3 of the Exchange Act) (without duplication) by such Shareholder or group of Shareholders as of the date of such calculation, calculated on a Fully Diluted basis.

“Board” means the board of directors of the Company.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

“Bylaws” means the bylaws of the Company, as the same may be amended from time to time.

“Cause” means, with respect to a Management Shareholder, the meaning assigned to such term in such Management Shareholder’s employment agreement, if any; provided, however, that if “Cause” is not defined in such employment agreement or such employment agreement does not exist, “Cause” means: (i) the conviction of such Management Shareholder of (including such Management Shareholder’s plea of guilty or nolo contendere to) a felony (other than a violation of a motor vehicle or moving violation law) which in the reasonable judgment of the Board materially affects such Management Shareholder’s ability to perform his duties to Symbion, Inc. (or any of its Subsidiaries); (ii) voluntary engagement by such Management Shareholder in conduct constituting larceny, embezzlement, conversion or any other act involving the misappropriation of any funds of Symbion, Inc. (or any of its Subsidiaries) in the course of such Management Shareholder’s employment; (iii) the willful refusal (following written notice) by such Management Shareholder to carry out specific directions of (A) the Board, (B) the Chief Executive Officer or Chief Operating Officer of Symbion, Inc. or (C) the board of directors of any Subsidiary of Symbion, Inc. with which such Management Shareholder is employed or of which such Management Shareholder

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is an officer, which directions are consistent with his duties to Symbion, Inc. (or any of its Subsidiaries), as the case may be; (iv) violation by such Management Shareholder of any provision of any written restrictive covenants of Symbion, Inc. applicable to such Management Shareholder or a significant violation of the written material policies of Symbion, Inc. applicable to such Management Shareholder; or (v) the commission by such Management Shareholder of any act of gross negligence or intentional misconduct in the performance of his duties as an officer or employee of Symbion, Inc. or any of its Subsidiaries.

“Charter” means the Certificate of Incorporation of the Company, as the same may be amended from time to time.

“Closing Date” means August     , 2007.

“Common Stock” means the common stock, par value $0.01 per share, of the Company and any stock into which such Common Stock may thereafter be converted or changed.

“Company Securities” means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock, (iii) any other equity or equity-linked security issued by the Company and (iv) options, warrants or other rights to acquire Common Stock (including the Option Shares), or any other equity or equity-linked security issued by the Company; and, to the extent applicable, the number of Company Securities described in clause (ii), (iii) or (iv) being the number of shares of Common Stock into which such Company Securities are convertible, exchangeable or exercisable or to which such Company Securities are linked.

“Cost” means (i) $10 per Share with respect to Rollover Option Shares in respect of which options have been exercised and (ii) the price paid per Share by a Management Shareholder in connection with the exercise of any other option to acquire Common Stock.

“Crestview Fund” means each of the following: (i) Crestview Partners, L.P., a Delaware limited partnership, (ii) Crestview Partners (PF), L.P., a Delaware limited partnership, (iii) Crestview Holdings (TE), L.P., a Delaware limited partnership, (iv) Crestview Partners (ERISA), L.P., a Delaware limited partnership and (v) Crestview Offshore Holdings (Cayman), L.P., a Cayman Islands limited partnership.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fair Market Value” means with respect to any Option Share owned by a Management Shareholder (i) if the Shares are listed on a national securities

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exchange or quotation system on the relevant determination date of such Management Shareholder, the average reported closing price of a Share on such national securities exchange or quotation system that is the principal trading market for such Shares for the three trading days immediately preceding such date in accordance with Treasury Regulation 1.409A-1(b)(5)(iv)(A) or (ii) if the Shares are not listed on a national securities exchange or quotation system on the relevant determination date of such Management Shareholder, the fair market value of a Share on such date as determined by the Board in good faith based on the reasonable application of a reasonable valuation method in accordance with Treasury Regulation 1.409A-1(b)(5)(iv)(B).  The determination of Fair Market Value by the Board under clause (ii) shall be final and binding, unless such determination is challenged by (1) a Management Shareholder who is a senior executive of the Company at the relevant determination date with the title of senior vice president or above, which dispute shall be resolved by a binding appraisal process conducted by a mutually acceptable appraisal firm of nationally recognized standing, and that is in compliance with the requirements of Treasury Regulation 1.409A-1(b)(5)(iv)(B)(2)(i) or (2) any other Management Shareholder, which will nevertheless remain final and binding on such other Management Shareholders unless the Board elects, in its sole discretion, to submit any such dispute to a binding appraisal process conducted by a mutually acceptable appraisal firm of nationally recognized standing, and that is in compliance with the requirements of Treasury Regulation 1.409A-1(b)(5)(iv)(B)(2)(i); provided that in all circumstances the Board shall exercise its discretion in determining Fair Market Value and hereunder in a manner that complies with the valuation requirements of Treasury Regulation 1.409A-1(b)(5)(iv)(B)(3).  The costs of any binding appraisal process conducted pursuant to clause (1) or (2) above shall be borne by the Company.

“Fully Diluted” means, with respect to any class of Company Securities, all outstanding shares and all shares issuable in respect of securities convertible into or exchangeable for such shares, all stock appreciation rights, options, warrants and other rights to purchase or subscribe for such Company Securities or securities convertible into or exchangeable for such Company Securities; provided that, if any of the foregoing stock appreciation rights, options, warrants or other rights to purchase or subscribe for such Company Securities are subject to vesting (whether time-vested or performance-vested), the Company Securities subject to vesting shall be included in the definition of “Fully Diluted” only upon and to the extent of such vesting (after giving effect to any then pending transaction).

“GAAP” means generally accepted accounting principles in the United States.

“Good Reason” shall exist with respect to a Management Shareholder and shall have the meaning assigned to such term in such Management Shareholder’s

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Employment Agreement or option award agreement; provided, however, that to the extent “Good Reason” is not defined in such Employment Agreement or option award agreement, or such employment agreement or option award agreement does not exist, then all references herein shall be disregarded for all purposes.

“IPO” means the first Public Offering after the date hereof that results in gross proceeds to the Company and any Registering Shareholders of not less than $40 million.

“NASD” means the National Association of Securities Dealers, Inc.

“Option Plan” means the Symbion Holdings Corporation 2007 Equity Incentive Plan, as the same may be amended from time to time.

“Option Shares” means any Shares issued to a Management Shareholder upon the exercise of any options to purchase Shares granted to such Management Shareholder pursuant to the Option Plan.

“Other Shareholders” means all Shareholders, other than the Crestview Shareholder.

“Permitted Transferee” means

(i)in the case of any Institutional Shareholder, (A) any Affiliate of such Institutional Shareholder, (B) any of its affiliated investment funds (“Affiliated Fund”) or any general or limited partner of, or Affiliate of, such Affiliated Fund, (C) any equity holder in any general partner of any Affiliated Fund, or any Affiliate of any such equity holder (an “Institutional Shareholder Associate”) or (D) with respect to any Institutional Shareholder Associate, (x) the lineal descendants, heirs, executors, administrators, testamentary trustees, legatees, equity holders or beneficiaries of any such Institutional Shareholder Associate and (y) any trust or similar entity, the beneficiaries of which, or a corporation, limited liability company or partnership, the shareholders, members or general or limited partners of which, include only such Institutional Shareholder Associate, its equity holders or beneficiaries or, in the case of a Institutional Shareholder Associate that is an individual, his or her spouse, members of his or her immediate family or household or his or her lineal descendants; provided that in no event shall any direct or indirect portfolio company of such Institutional Shareholder or any of its Affiliated Funds be deemed to be a Permitted Transferee of such Institutional Shareholder, any of its Affiliated Funds or any other Permitted Transferee thereof; and

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(ii)           in the case of any Management Shareholder, (A) a Person to whom Company Securities are Transferred from such Management Shareholder (1) by will or the laws of descent and distribution or (2) by gift without consideration of any kind; provided that, in the case of clause (2), such transferee is the spouse or the lineal descendant, sibling or parent of such Management Shareholder, or (B) a trust that is for the exclusive benefit of such Management Shareholder or its Permitted Transferees under (A) above.

“Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Public Offering” means an underwritten public offering of Registrable Securities of the Company pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form.

“Registrable Securities” means, at any time, any Shares and any securities issued or issuable in respect of such Shares by way of conversion, exchange, stock dividend, split or combination, recapitalization, merger, consolidation, other reorganization or otherwise until (i) a registration statement covering such Shares has been declared effective by the SEC and such Shares have been disposed of pursuant to such effective registration statement, (ii) such Shares are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or such securities may be sold in a single transaction pursuant to Rule 144(k) and are permitted to then be sold under Section 3.04(iii) or Section 3.05(iii) and Error! Reference source not found. of this Agreement without restriction or (iii) such Shares are otherwise Transferred, the Company has delivered a new certificate or other evidence of ownership for such Shares not bearing the legend required pursuant to this Agreement and such Shares may be resold without subsequent registration under the Securities Act.

“Registration Expenses” means any and all expenses incident to the performance of or compliance with any registration or marketing of securities, including all (i) registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company (including all

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salaries and expenses of its officers and employees performing legal or accounting duties), (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 5.04(h)), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) reasonable fees, out-of-pocket costs and expenses of the Shareholders, including one counsel for all of the Shareholders participating in the offering selected by the Crestview Shareholder if the Crestview Shareholder is exercising either a Demand Registration or a Piggyback Registration in connection with the relevant Public Offering (and in all other cases, by the holders of a majority of the Registrable Securities held by the Shareholders participating therein), (ix) fees and expenses in connection with any review by the NASD of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (xiii) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities, (xiv) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies and (xv) all out-of pocket costs and expenses incurred by the Company or its appropriate officers in connection with their compliance with Section 5.04(m).

“Rollover Option Shares” means (i) the Option Shares issued to a Management Shareholder upon the exercise of any options to purchase Shares granted to such Management Shareholder pursuant to any 2007 Substitute Option Award Document under the Option Plan and (ii) the Shares issued to a Management Shareholder (if any) pursuant to the Employee Contribution Agreement to which such Management Shareholder is a party.

“Rule 144” means Rule 144 (or any successor provisions) under the Securities Act.

“SEC” means the Securities and Exchange Commission.

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“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shareholder” means at any time, any Person (other than the Company) who shall then be a party to or bound by this Agreement, so long as such Person shall “beneficially own” (as such term is defined in Rule 13d-3 of the Exchange Act) any Company Securities.

“Shares” means shares of Common Stock.

“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

“Third Party” means a prospective purchaser(s) of Company Securities in an arm’s-length transaction from a Shareholder, other than a Permitted Transferee.

“Transfer” means, with respect to any Company Securities, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Company Securities or any participation or interest therein, whether directly or indirectly  (including via any derivative transaction), or agree or commit to do any of the foregoing.  When the term “Transfer” is used as a noun, that term shall have the correlative meaning.

(b)Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Agreement	Preamble
BACI	Preamble
Board of Observers	2.10
Business Plan	2.06(b)
Company	Preamble
Confidential Information	6.01(b)
Crestview Fund Designee	2.05(a)
Crestview Request Amount	5.01(a)
Crestview Shareholder	Preamble
Damages	5.05
Demand Registration	5.01(a)
Drag-Along Portion	4.02(a)
Drag-Along Rights	4.02(a)
Drag-Along Sale	4.02(a)
Drag-Along Sale Notice	4.02(a)

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Term	Section
Drag-Along Sale Notice Period	4.02(a)
Drag-Along Sale Price	4.02(a)
Drag-Along Seller	4.02(a)
Drag-Along Transferee	4.02(a)
Employee Contribution Agreements	Recitals
Exercise Notice	4.05(b)
Indemnified Party	5.07
Indemnifying Party	5.07
Inspectors	5.04(g)
Institutional Shareholders	Preamble
Issuance Notice	4.05(a)
Lock-Up Period	5.03
Management Shareholders	Preamble
Maximum Offering Size	5.01(e)
Merger	Recitals
Merger Agreement	Recitals
NW Mutual	Preamble
Offer	4.04(a)
Offered Securities	4.04(a)
Offer Notice	4.04(a)
Offer Price	4.04(a)
Option Period	4.06(a)
Option Purchase Price	4.06(d)
Piggyback Notice	5.02(a)
Piggyback Registration	5.02(a)
Preemptive Rights Share	4.05(a)
Purchase Option	4.06(a)
R6	Preamble
Records	5.04(g)
Registering Shareholders	5.01(a)
Replacement Nominee	2.03(a)
Representatives	6.01(b)
Requesting Shareholder	5.01(a)
ROFR Offerees	4.04(a)
ROFR Portion	4.04(b)
ROFR Seller	4.04(a)
Shareholder	7.01(b)
Subscription Agreement	Recitals
Symbion, Inc. Board	2.10
Tag-Along Notice	4.01(a)
Tag-Along Notice Period	4.01(a)
Tag-Along Offer	4.01(a)
Tag-Along Portion	4.01(a)

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Term	Section
Tag-Along Response Notice	4.01(a)
Tag-Along Right	4.01(a)
Tag-Along Sale	4.01(a)
Tag-Along Seller	4.01(a)
Tagging Person	4.01(a)
Termination Date	4.06(a)
Trident IV	Preamble
Trident IV PF	Preamble
Trident Funds	Preamble

Section 1.02.  Other Definitional and Interpretative Provisions.  The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified.  All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.  Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “, but not limited to,”, whether or not they are in fact followed by those words or words of like import.  “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE 2
CORPORATE GOVERNANCE

Section 2.01.  Composition of the Board.  (a) The Board shall consist of up to seven directors for so long as Mr. Richard E. Francis, Jr. remains the Chief Executive Officer of the Company (and thereafter shall be such size as the Board may determine).  One of the directors shall be Mr. Richard E. Francis, Jr. for so long as he remains the Chief Executive Officer of the Company, one of the directors shall be Mr. Clifford G. Adlerz for so long as he remains the Chief Operating Officer and President of the Company, one director shall be designated

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by Trident IV for so long as Trident IV owns at least 50% of the Common Stock acquired by it on the Closing Date and the remaining directors shall be designated by Crestview Partners (ERISA), L.P. for so long as the Crestview Shareholder owns at least 50% of the Common Stock acquired by it on the Closing Date.  Mr. Francis shall be the Chairman of the Board for so long as he remains the Chief Executive Officer of the Company.  Crestview Partners (ERISA), L.P. and Trident IV shall consult with Mr. Francis on the identity of their respective designees to the Board before making such designations.

(b)           Each Shareholder agrees that, if at any time it is then entitled to vote for the election of directors to the Board, it shall vote its Shares or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01.

(c)           The Company agrees to cause each individual designated pursuant to Section 2.01 or 2.03 to be nominated to serve as a director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or shareholders) to ensure that the composition of the Board is as set forth in this Section 2.01.

Section 2.02.  Removal.  Each Shareholder agrees that, if at any time it is then entitled to vote for the removal of directors from the Board, it shall not vote any of its Shares in favor of the removal of any director who shall have been designated pursuant to Section 2.01 or Section 2.03, unless such removal shall be for Cause or the Person or Persons entitled to designate or nominate such director shall have consented to such removal in writing; provided that, if the Person or Persons entitled to designate any director pursuant to Section 2.01 shall request in writing the removal, with or without cause, of such director, such Shareholder shall vote its Shares in favor of such removal.

Section 2.03.  Vacancies.  If, as a result of death, disability, retirement, resignation, removal (with or without cause) or otherwise, there shall exist or occur any vacancy on the Board:

(a)           the Person or Persons entitled under Section 2.01 to designate such director whose death, disability, retirement, resignation or removal resulted in such vacancy, subject to the provisions of Section 2.01, may designate another individual (the “Replacement Nominee”) to fill such vacancy and serve as a director on the Board; provided, however, Crestview Partners (ERISA), L.P. shall have the right to designate the Replacement Nominee to fill the vacancy resulting from the departure of either Mr. Francis or Mr. Adlerz from his respective employment as the Chief Executive Officer or the Chief Operating Officer and President of the Company, as the case may be; and

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(b)           subject to Section 2.01, each Shareholder agrees that if it is then entitled to vote for the election of directors to the Board, it shall vote its Shares, or execute proxies or written consents, as the case may be, in order to ensure that the Replacement Nominee is elected to the Board.

Section 2.04.  Meetings.  The Board shall hold a regularly scheduled meeting at least once every calendar quarter.  The Company shall pay all reasonable out-of-pocket expenses incurred by each director in connection with attending regular and special meetings of the Board and any committee thereof, and any such meetings of the board of directors of any Subsidiary of the Company and any committee thereof.

Section 2.05.  Action by the Board.  (a) A quorum of the Board shall consist of a majority of the directors which includes all of the designees of the Crestview Shareholder who are employees, officers or partners of a Crestview Fund itself (each such designee, a “Crestview Fund Designee”) unless otherwise waived in writing by the Crestview Shareholder; provided that the Crestview Shareholder shall have the right at any time to increase the number of directors necessary to constitute such quorum.

(b)           Subject to Section 2.06, all actions of the Board shall require (i) the affirmative vote of at least a majority of the votes of the directors present at a duly convened meeting of the Board at which a quorum is present or (ii) the unanimous written consent of the Board; provided that, if there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy.

(c)           The Board may create executive, compensation, audit and such other committees as it may determine.  The Crestview Shareholder shall be entitled to majority representation on any committee created by the Board.

Section 2.06.  Actions Requiring Consent.  Subject to the provisos set forth at the end of this Section, for so long as the Crestview Shareholder (together with any Permitted Transferees thereof) shall own at least 50% of the Shares held by the Crestview Shareholder on the Closing Date, the Company shall not, shall not permit any of its wholly owned Subsidiaries to, and shall use all commercially reasonable efforts to cause its less than wholly owned Subsidiaries and joint ventures (whether majority or minority owned by the Company) not to, take any of the following actions (or agree or commit to take any of the following actions) without (x) the approval of a majority of the Board and (y) the prior written consent of the Crestview Shareholder, acting in its capacity as a stockholder of the Company:

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(a)           Constitutional Documents.  Alter, repeal, amend or adopt (whether by merger, consolidation or otherwise) any provision of the organizational or constitutional documents of the Company;

(b)           Debt.  (i) Incur, assume or guarantee any indebtedness for borrowed money in any one or series of related transactions, except (A) as contemplated by the then current fiscal year’s business plan and budget that was most recently approved by the Board (the “Business Plan”) and (B) for indebtedness for borrowed money from a third party or from the Company or any of its Subsidiaries in any fiscal year outside of the Business Plan not in excess of (1) $15 million in such fiscal year or (2) $1 million in respect of any facility in a single transaction for equipment, working capital or facility improvement or expansion, (ii) refinance or renew any indebtedness for borrowed money, other than refinancings or renewals of indebtedness for borrowed money that are not material in amount or that are between the Company and any of its Subsidiaries or other joint ventures, or between two or more Subsidiaries or other joint ventures of the Company, or (iii) enter into any new material credit facilities, promissory notes or other material financing arrangements, other than those existing at the Closing Date.

(c)           Business Combinations.  Effect any merger, consolidation or any other business combination, or any reorganization, recapitalization, reclassification, spin-off, partial or complete liquidation or any restructuring or similar transaction involving the capital stock of or equity interests in the Company;

(d)           Sale or Encumbrance of Assets.  Sell, assign, lease, exchange, transfer, dispose of, encumber or grant a lien or security interest in (or, in the case of clause (ii), close) (whether structured as a sale, merger, joint venture, other business combination or otherwise), (i) any material assets of the Company or its Subsidiaries (including any capital stock of any Subsidiary, except as provided in Section 2.06(g)) outside of the ordinary course of business consistent with past practice, except as contemplated by the Business Plan and transactions outside of the Business Plan involving assets with a fair market value not exceeding $5 million in any one transaction in a given fiscal year or $10 million in any series of transactions in a given fiscal year or (ii) any ambulatory surgical center or other medical facility or any interest in any Person owning any of the foregoing  with a fair market value in each case in excess of $5 million in any one transaction in any given fiscal year or $10 million in any series of transactions in a given fiscal year.

(e)           Acquisitions; Investments.  Purchase or acquire (whether structured as a sale, merger, joint venture, other business combination or otherwise) any assets (including equity interests or other securities in any Person), make any investment (whether equity, debt or otherwise) in any Person, make any capital

14

expenditures or purchase, acquire or open any ambulatory surgical center or other medical facility (or any interest in any Person owning any of the foregoing), except (i) as contemplated by the Business Plan, (ii) in any one transaction outside of the Business Plan that does not have a fair market value in excess of $5 million in a given fiscal year or any series of transactions that does not have a fair market value in excess of $10 million in the aggregate in any fiscal year, (iii) supplies in the ordinary course of business and (iv) any ownership interest in any of its Subsidiaries or joint ventures.

(f)            Transactions with Senior Management.  Except as expressly contemplated by this Agreement or as per ordinary course of business operations, directly or indirectly, do any of the following: Transfer any property or services to or lease or purchase any property or services from, make any investment in, make any material loan or advance to, or receive any loan, advance or investment from, incur or suffer any lien, liability, or obligation to, or guaranty, extend credit for, or suffer any liability for any obligation of, or modify the terms of any existing transaction or arrangement with, or engage in any other transaction or arrangement with, (i) any officer or senior manager of the Company or of any of its Subsidiaries or (ii) any Affiliate of any such officer or senior manager;

(g)           Equity and Equity-Linked Issuances.  (i) Issue, sell, dividend, distribute or otherwise Transfer any Company Securities or any rights or interests in those securities or any similar securities of any of the Company’s Subsidiaries, except (A) securities issued by a Subsidiary to the Company or by one Subsidiary to another Subsidiary, (B) securities issued by a Subsidiary or joint venture of the Company to a doctor or other health care provider in the ordinary course of business consistent with past practice, or (C) Common Stock issued pursuant to the exercise or receipt of any options, equity-based awards or other incentives issued under the Option Plan, the grant of which has been previously approved by the Board, (ii) adopt or establish any new equity incentive or similar plan or materially amend, or waive any material rights and obligations under, the Option Plan (or, in each case, any award document to any officer or senior manager of the Company or any Subsidiary under the Option Plan) or (iii) effect an IPO;

(h)           Management.  (i) Appoint or remove the CEO, the COO or the CFO of the Company, (ii) authorize material changes to the compensation or other benefits of any such individual, (iii) enter into any employment, compensatory, change of control or severance agreement with any senior manager of the Company or (iv) except in the ordinary course of business, consistent with past practices, adopt or amend in a material manner any compensation or severance plan or arrangements for the senior managers of the Company;

(i)            Dividends.  Pay or declare dividends or distributions on, or make any share repurchase or redemption of, the capital stock of the Company or any of its Subsidiaries, other than any dividends or distributions on, share repurchases or

15

redemptions of, the capital stock of any such Subsidiary on a pro rata basis to all of its equity owners or, in the case of share repurchases or redemptions of equity interests in less than wholly owned Subsidiaries or joint ventures from doctors of or other medical service providers who are owners of such Subsidiary or joint venture, in the ordinary course of business consistent with past practice;

(j)            Business Plans; New Markets.  (i) Adopt the Business Plan, (ii) with respect to the Company, materially modify or materially depart from the Business Plan, (iii) enter into a materially different product or service market or enter a market outside of the United States, except any such entry within the healthcare industry by a joint venture or Subsidiary in the limited geographic area in which it operates;

(k)           Dissolution.  With respect to the Company and its active Subsidiaries, (i) dissolve or liquidate, or adopt any plan of dissolution or liquidation, (ii) consent to or commence any suit, proceeding or other action or file a petition or consent to a petition under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization of relief of debtors or other similar matters, (iii) make any assignment for the benefit of creditors or (iv) admit in writing its inability to pay its debts generally as they become due;

(l)            Litigation.  Institute, terminate or settle any litigation, arbitration, proceeding, dispute or claim asserting claims for damages in excess of $5,000,000; or

(m)          Retention of Certain Professionals; Accounting and Tax.  (i) Employ or retain on behalf of the Company or any of its wholly owned Subsidiaries any investment banker, financial advisor, underwriter, or Person serving in a similar capacity, (ii) make any change in the auditors of the Company or any of its wholly owned Subsidiaries or (iii) with respect to the Company and any of its wholly owned Subsidiaries, make any material change in the financial accounting principles or the accounting or tax policies (including changing any annual tax accounting period, except for changes required by generally accepted accounting principles or applicable law or regulation;

provided that the parties understand and agree that, (x) the consent of the Crestview Shareholder shall be deemed to have been received in respect of any action or matter if any Crestview Fund Designee shall have voted to approve such action or matter as a Board member, (y) the limitations set forth in this Section 2.06 shall not apply to any action or matter occurring exclusively between the Company and any of its wholly owned Subsidiaries or between any of its wholly owned Subsidiaries and (z) the Crestview Shareholder understands and agrees in connection with the drafting and observance of this Section 2.06 that (1) the Company may not be able to exercise control (as defined in the definition of “Affiliate” that is contained herein) of its less than wholly owned Subsidiaries or

16

its minority joint ventures (whether by virtue of contractual limitations, voting rights and/or certain factors such as market conditions and/or the leverage that a joint venture partner or minority shareholder may have over such Subsidiary or joint venture by virtue of his or her being a service provider thereto or otherwise) and that (2) the Company is not required to expend funds in the exercise of “all commercially reasonable efforts” contemplated by this Section 2.06.

Section 2.07.  Charter or Bylaw Provisions.  Each Shareholder agrees to vote its Shares or execute proxies or written consents, as the case may be, and to take all other actions necessary, to ensure that the Charter and Bylaws (i) facilitate, and do not at any time conflict with, any provision of this Agreement and (ii) permit each Shareholder to receive the benefits to which each such Shareholder is entitled under this Agreement.  The Charter and Bylaws shall provide for (x) the elimination of the liability of each director on the Board to the maximum extent permitted by applicable law and (y) indemnification of each director on the Board for acts on behalf of the Company to the maximum extent permitted by applicable law.

Section 2.08.  Notice of Meeting.  The Company shall give each director notice and the agenda for each meeting of the Board or any committee thereof a reasonable period of time before such meeting in light of the circumstances thereof.

Section 2.09.  Subsidiary Governance.  The Company agrees that it will vote (or cause the voting of) the shares of the capital stock of its Subsidiaries, including shares of its less than wholly owned Subsidiaries or its minority joint ventures, and each Shareholder agrees to vote its Shares and to cause its representatives on the Board, subject to their fiduciary duties, to vote and take other appropriate action, in each case to give effect to the agreements in this Article 2 in respect of any Subsidiary of the Company (including Section 2.06 hereof).

Section 2.10.  Rights to Appoint Board Observers.  NW Mutual shall have the right to appoint two individuals to attend each meeting of the Board and each meeting of the board of directors of Symbion, Inc. (the “Symbion, Inc. Board”), BACI shall have the right to appoint one individual to attend each meeting of the Board and the Symbion, Inc. Board, and Trident IV shall have the right to appoint one individual to attend each meeting of the Symbion, Inc. Board, in each case as non-voting observers (the “Board Observers”) and whether such meeting is conducted in person or by teleconference.  The Board Observers shall be entitled to receive notices of all meetings of the Board and the Symbion, Inc. Board and to obtain copies of all materials provided to the Board or the Symbion, Inc. Board; provided that, for the sake of clarity, the Board Observers shall have no voting rights whatsoever with respect to actions taken by the Board or the Symbion, Inc. Board.  The Company shall provide to R6, at substantially the same time as such

17

materials are provided to members of the Board or the Symbion, Inc. Board, as applicable, copies of all materials formally provided to such members in connection with meetings of the Board or the Symbion, Inc. Board (including board meeting minutes and resolutions that are formally adopted).  The Board Observers will be asked to leave all or a portion of a meeting of the Board or the Symbion, Inc. Board to the extent such board of directors is discussing (and will not be entitled to receive any) information that is subject to any legal privilege.  The Company shall pay all reasonable out-of-pocket expenses incurred by each Board Observer in connection with attending regular and special meetings of the Board and the Symbion, Inc. Board.

ARTICLE 3
RESTRICTIONS ON TRANSFER

Section 3.01.  General Restrictions on Transfer.  (a) Each Shareholder understands and agrees that the Company Securities have not been registered under the Securities Act and are restricted securities under such act.  Each Shareholder agrees that it shall not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the terms and conditions of this Agreement.

(b)           Any attempt to Transfer any Company Securities not in compliance with this Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s stock records to such attempted Transfer.

Section 3.02.  Legends.  (a) In addition to any other legend that may be required, each certificate for Company Securities issued to any Shareholder shall bear a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.  THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SHAREHOLDERS AGREEMENT DATED AS OF AUGUST 23, 2007, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM SYMBION HOLDINGS

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CORPORATION OR ANY SUCCESSOR THERETO.

(b)If any Company Securities shall cease to be Registrable Securities under clause (i) or clause (ii) of the definition thereof, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Company Securities without the first sentence of the legend required by Section 3.02(a) endorsed thereon.  If any Company Securities cease to be subject to any and all restrictions on Transfer set forth in this Agreement, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Company Securities without the second sentence of the legend required by Section 3.02(a) endorsed thereon.

Section 3.03.  Permitted Transferees.  Notwithstanding anything in this Agreement to the contrary, any Shareholder may at any time Transfer any or all of its Company Securities to one or more of its Permitted Transferees without the consent of the Board or any other Shareholder or group of Shareholders and without compliance with Sections 3.04, 3.05, 4.01, 4.02 and 4.04 so long as (i) such Permitted Transferee shall have agreed in writing to be bound by the terms of this Agreement in the form of Exhibit A attached hereto and (ii) the Transfer to such Permitted Transferee is in compliance with the Securities Act and any other applicable securities or “blue sky” laws.

Section 3.04.  Restrictions on Transfers by Institutional Shareholders.  (a) Except as otherwise waived in any instance by the Company, the Company’s Chief Executive Officer and the Crestview Shareholder (who may each grant or withhold such waiver in their sole discretion) in the case of a Transfer by any Institutional Shareholder (other than the Crestview Shareholder), no Institutional Shareholder shall Transfer any of its Company Securities, except to one or more of its Permitted Transferees in accordance with Section 3.03 or as follows:

(i)            in a Transfer made in compliance with Section 4.01 and 4.04 or 4.02;

(ii)           in a Public Offering in connection with the proper exercise of its rights under Article 5; or

(iii)          in a Transfer in compliance with Rule 144 following the IPO;

provided that, prior to the IPO, in no event shall any Institutional Shareholder Transfer any of its Company Securities (other than to a Permitted Transferee or pursuant to Section 4.02 or pursuant to Section 4.01 in the case of any Institutional Shareholder (other than the Crestview Shareholder) as a Tagging Person) prior to the 3rd anniversary of the Closing Date.

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Section 3.05. Restrictions on Transfers by Management Shareholders. (a) Except as otherwise waived in any instance by the Company, the Company’s Chief Executive Officer and the Crestview Shareholder (who may each grant or withhold such waiver in their sole discretion), no Management Shareholder shall Transfer any of its Company Securities, except to one or more of its Permitted Transferees in accordance with Section 3.03 or as follows:

(i)    in a Transfer made in compliance with Section 4.01 and 4.04 or 4.02 or 4.06;

(ii)   in a Public Offering in connection with the proper exercise of its rights under Article 5; or

(iii)  in a Transfer in compliance with Rule 144 following the IPO;

provided that, prior to the IPO, in no event shall any Management Shareholder Transfer any of his or her Company Securities (other than to a Permitted Transferee or pursuant to Section 4.02 or pursuant to Section 4.01 as a Tagging Person) prior to the 3^rd anniversary of the Closing Date.

ARTICLE 4
TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS; RIGHTS OF FIRST REFUSAL; PREEMPTIVE RIGHTS; REPURCHASE RIGHTS

Section 4.01. Tag-Along Rights. (a) Subject to Sections 4.01(g) and (h), 4.03 and 4.04, if any Shareholder (the “Tag-Along Seller”) proposes to Transfer to a Third Party, in a transaction otherwise permitted by Article 3, in a single transaction or in a series of related transactions a number of Company Securities held by the Tag-Along Seller that exceeds 2% of the aggregate number of any outstanding Company Securities (a “Tag-Along Sale”):

(i)    the Tag-Along Seller shall (after the conclusion of the relevant periods referred to in Section 4.04(d), if applicable) provide each other Shareholder notice of the terms and conditions of such proposed Transfer (“Tag-Along Notice”) and offer each Tagging Person the opportunity to participate in such Transfer in accordance with this Section 4.01; and

(ii)   each Shareholder may elect, at its option, to participate in the proposed Transfer in accordance with this Section 4.01 (each such electing Shareholder, a “Tagging Person”).

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The Tag-Along Notice shall identify the number of Company Securities proposed to be sold by the Tag-Along Seller (“Tag-Along Offer”), the consideration for which the Transfer is proposed to be made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any, and a firm offer by the proposed transferee to purchase Company Securities from the Shareholders in accordance with this Section 4.01.

From the date of its receipt of the Tag-Along Notice, each Tagging Person shall have the right (a “Tag-Along Right”), exercisable by notice (“Tag-Along Response Notice”) given to the Tag-Along Seller within 5 Business Days after its receipt of the Tag-Along Notice (the “Tag-Along Notice Period”), to request that the Tag-Along Seller include in the proposed Transfer the number of Company Securities representing such Tagging Person’s Tag-Along Portion; provided that each Tagging Person shall be entitled to include in the Tag-Along Sale no more than its Tag-Along Portion of Company Securities and the Tag-Along Seller shall be entitled to include the number of Company Securities proposed to be Transferred by the Tag-Along Seller as set forth in the Tag-Along Notice (reduced, to the extent necessary, so that each Tagging Person shall be able to include its Tag-Along Portion). Each Tag-Along Response Notice shall include wire transfer or other instructions for payment or delivery of the purchase price for the Company Securities to be sold in such Tag-Along Sale. Each Tagging Person that exercises its Tag-Along Rights hereunder shall deliver to the Tag-Along Seller, with its Tag-Along Response Notice, the certificates representing the Company Securities of such Tagging Person to be included in the Tag-Along Sale, together with a limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Company Securities on the terms set forth in the Tag-Along Notice or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.01(a) at the closing for such Tag-Along Sale against delivery to such Tagging Person of the consideration therefor. Delivery of the Tag-Along Response Notice with such certificates and limited power-of-attorney (or the agreement referred to in the preceding sentence) shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Persons, subject to the provisions of this Section 4.01 and Section 4.03.

For purposes of this Agreement, the term “Tag-Along Portion” means, for each Tagging Person in respect of a Tag Along Sale of Company Securities: the sum of (i) the number of shares of Company Securities that is equal to the product of the Aggregate Ownership of Company Securities held by such Tagging Person immediately before such Transfer multiplied by a fraction, the numerator of which is the maximum number of shares of Company Securities proposed to be Transferred by the Tag-Along Seller in such Tag-Along Sale (determined before application of Section 4.01(d) hereof), and the denominator of which is the

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Aggregate Ownership of Company Securities held by the Tag-Along Seller immediately before such Transfer; plus (ii) such additional Company Securities as permitted by Section 4.01(d), if applicable.

If any Tagging Person holds Company Securities that are convertible into Common Stock, then the Tag-Along Seller may require (i) such Tagging Person(s) to convert or exchange those Company Securities to be sold pursuant to this Section 4.01 into or for the relevant number of shares of Common Stock in order to exercise such Tagging Person’s rights under this Section 4.01 or (ii) for such Tag-Along Sale to be structured in such a way so that vested but unexercised options shall be sold on a net basis with each relevant option holder to receive the per share purchase price for each option minus the exercise price for such vested option.

If, at the end of a 90-day period after delivery of such Tag-Along Notice (which 90-day period shall be extended if any of the transactions contemplated by the Tag-Along Offer are subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following delivery of the Tag-Along Notice by the Tag-Along Seller), the Tag-Along Seller has not completed the Transfer of all Company Securities proposed to be sold by the Tag-Along Seller and all Tagging Persons on substantially the same terms and conditions set forth in the Tag-Along Notice, the Tag-Along Seller shall (i) return to each Tagging Person the limited power-of-attorney together with all certificates representing the Company Securities that such Tagging Person delivered for Transfer pursuant to this Section 4.01(a) and any other documents in the possession of the Tag-Along Seller executed by the Tagging Persons in connection with the proposed Tag-Along Sale, and (ii) all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Company Securities shall continue in effect, and no Transfer of such Company Securities may be made without delivery of a new Tag-Along Notice with respect thereto.

(b)           Concurrently with the consummation of the Tag-Along Sale, the Tag-Along Seller shall (i) notify the Tagging Persons thereof, (ii) remit to the Tagging Persons the total consideration for the Company Securities of the Tagging Persons Transferred pursuant thereto, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions in the applicable Tag-Along Response Notices and (iii) promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and the date of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons.

(c)           If at the termination of the Tag-Along Notice Period any Shareholder shall not have elected to participate in the Tag-Along Sale, such Shareholder shall be deemed to have waived its rights under Section 4.01(a) with

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respect to the Transfer of its Company Securities pursuant to such Tag-Along Sale.

(d)           If (i) any Shareholder declines to exercise its Tag-Along Rights and/or (ii) any Tagging Person elects to exercise its Tag-Along Rights with respect to less than such Tagging Person’s Tag-Along Portion, then the Tag-Along Seller and the Tagging Persons shall each be entitled to additionally Transfer, pursuant to the Tag-Along Offer, its pro rata portion (based on the number of Company Securities each Shareholder has elected to Transfer in such Tag-Along Offer) of any such declined Tag-Along Portion in accordance with the terms and conditions hereof.

(e)           The Tag-Along Seller shall Transfer, on behalf of itself and each Tagging Person, the Company Securities subject to the Tag-Along Offer and elected to be Transferred on the terms and conditions set forth in the Tag-Along Notice within 90 days (or such longer period as extended under Section 4.01(a)) of delivery of the Tag-Along Notice; provided that the price payable in any such Transfer may exceed the price specified in the Tag-Along Notice by up to 5%.

(f)            Notwithstanding anything contained in this Section 4.01, there shall be no liability on the part of the Tag-Along Seller to the Tagging Persons (other than the obligation to return any certificates evidencing Company Securities and limited powers-of-attorney received by the Tag-Along Seller) or any other Person if the Transfer of Company Securities pursuant to Section 4.01 is not consummated for whatever reason. The decision of whether to effect a Transfer of Company Securities pursuant to this Section 4.01 by the Tag-Along Seller is in the sole and absolute discretion of the Tag-Along Seller.

(g)           The provisions of this Section 4.01 shall not apply to any proposed Transfer of any Company Securities by the Tag-Along Seller (i) in a Public Offering or pursuant to Rule 144 (if such sale is permitted by Section 3.04(iii) or Section 3.05(iii), as applicable) or (ii) pursuant to Section 4.02 or Section 4.04.

(h)           This Section 4.01 shall terminate upon the consummation of the IPO.

Section 4.02. Drag-Along Rights. (a) Subject to Sections 4.02(e), 4.02(f), 4.03 and 4.04, if the Crestview Shareholder (the “Drag-Along Seller”) enters into an agreement to sell all or substantially all of its Company Securities to a Third Party (whether pursuant to a merger acting through Parent, stock sale or otherwise) (a “Drag-Along Sale”), the Drag-Along Seller may at its option require all Other Shareholders to, and the Other Shareholders shall, (i) Transfer the Drag-Along Portion of Company Securities (“Drag-Along Rights”) then held by every Other Shareholder (and shall not exercise any appraisal or dissenter’s rights that may otherwise be available to any such Other Shareholder under

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applicable law), and (ii) subject to and at the closing of the Drag-Along Sale, exercise such number of options or warrants for Shares held by every Other Shareholder as is required in order that a sufficient number of Shares are available to Transfer the relevant Drag-Along Portion of Company Securities of each such Other Shareholder, in each case for the same consideration per Share as the Drag-Along Seller and otherwise on the same terms and conditions as the Drag-Along Seller; provided that any Other Shareholder that holds options the exercise price per share of which is greater than the per share price at which the Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in lieu of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Shares acquired upon exercise of any options or warrants, or the Drag-Along Sale is not consummated, any options or warrants exercised or canceled in contemplation of such Drag-Along Sale shall be deemed not to have been exercised or canceled, as applicable.

For purposes of this Agreement, the term “Drag-Along Portion” means, with respect to each Other Shareholder and shares of Company Securities, the product of (i) the Aggregate Ownership of Company Securities held by such Other Shareholder multiplied by (ii) a fraction, the numerator of which is the number of shares of Company Securities proposed to be sold by the Drag-Along Seller in the applicable Drag-Along Sale under Section 4.02 and the denominator of which is the Aggregate Ownership of Company Securities held by the Drag-Along Seller immediately before such Transfer.

If any Other Shareholder that is required to participate in the Drag-Along Sale pursuant to this Section 4.02 holds Company Securities that are convertible into Common Stock, then the Drag-Along Seller may require (i) such Other Shareholder(s) to convert or exchange those Company Securities to be sold pursuant to this Section 4.02 into or for the relevant number of shares of Common Stock in order for the Drag-Along Seller to exercise its rights under this Section 4.02 or (ii) for such Drag-Along Sale to be structured in such a way so that vested options shall be sold on a net basis with each relevant option holder to receive the per share purchase price for each vested but unexercised option minus the exercise price for such option.

The Drag-Along Seller shall provide notice of such Drag-Along Sale to the Other Shareholders (a “Drag-Along Sale Notice”) not later than 20 Business Days prior to the consummation of the proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the transferee, the number of Company Securities subject to the Drag-Along Sale, the consideration for which a Transfer is proposed to be made (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale. The number of Company Securities to be sold by each Other Shareholder shall be the Drag-Along Portion of the Company

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Securities that such Other Shareholder owns. Each Other Shareholder shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender all its Company Securities as set forth below and to vote or consent in favor of such transaction (to the extent a vote or consent is required) and take any other reasonably necessary action in furtherance thereof. The price payable in such Transfer shall be the Drag-Along Sale Price. Not later than 10 Business Days after the date of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”), each of the Other Shareholders shall deliver to a representative of the Drag-Along Seller designated in the Drag-Along Sale Notice the certificates representing the Company Securities of such Other Shareholder to be included in the Drag-Along Sale, together with a limited power-of-attorney authorizing on reasonably acceptable terms the Drag-Along Seller or its representative to Transfer such Company Securities on the terms set forth in the Drag-Along Notice and wire transfer or other instructions for payment or delivery of the consideration to be received in such Drag-Along Sale, or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such Company Securities pursuant to this Section 4.02(a) at the closing for such Drag-Along Sale against delivery to such Other Shareholder of the consideration therefor. If an Other Shareholder should fail to deliver such certificates to the Drag-Along Seller, the Company (subject to reversal under Section 4.02(b)) shall cause the books and records of the Company to show that such Company Securities are bound by the provisions of this Section 4.02(a) and that such Company Securities shall be Transferred to the Drag-Along Transferee immediately upon surrender for Transfer by the holder thereof.

(b)           The Drag-Along Seller shall have a period of 90 days from the date of delivery of the Drag-Along Sale Notice to consummate the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Sale Notice; provided that, if such Drag-Along Sale is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the date of delivery of the Drag-Along Sale Notice. If the Drag-Along Sale shall not have been consummated during such period, the Drag-Along Seller shall return to each of the Other Shareholders the limited power-of-attorney and all certificates representing Company Securities that such Other Shareholders delivered for Transfer pursuant hereto, together with any other documents in the possession of the Drag-Along Seller executed by the Other Shareholders in connection with such proposed Transfer, and all the restrictions on Transfer contained in this Agreement or otherwise applicable at such time with respect to such Company Securities owned by the Other Shareholders shall again be in effect.

(c)           Concurrently with the consummation of the Transfer of Company Securities pursuant to this Section 4.02, the Drag-Along Seller shall give notice thereof to the Other Shareholders, shall remit to each of the Other Shareholders

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that have surrendered their certificates and other applicable instruments the total consideration (the cash portion of which is to be paid by wire transfer in accordance with such Other Shareholder’s wire transfer instructions) for the Company Securities Transferred pursuant hereto and shall furnish such other evidence of the completion and time of completion of such Transfer and the terms thereof as may be reasonably requested by such Other Shareholders.

(d)           Notwithstanding anything contained in this Section 4.02, there shall be no liability on the part of the Drag-Along Seller to the Other Shareholders (other than the obligation to return the limited power-of-attorney and the certificates and other applicable instruments representing Company Securities received by the Drag-Along Seller) or any other Person if the Transfer of Company Securities pursuant to this Section 4.02 is not consummated for whatever reason, regardless of whether the Drag-Along Seller has delivered a Drag-Along Sale Notice. The decision of whether to effect a Transfer of Company Securities pursuant to this Section 4.02 by the Drag-Along Seller is in the sole and absolute discretion of the Drag-Along Seller.

(e)           The provisions of this Section 4.02 shall not apply to any proposed Transfer of any Company Securities by the Drag-Along Seller in a Public Offering or pursuant to Rule 144.

(f)            This Section 4.02 shall terminate upon the consummation of the IPO.

Section 4.03. Additional Conditions to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything contained in Section 4.01 or 4.02, the rights and obligations of the Shareholders to participate in a Tag-Along Sale under Section 4.01 or a Drag-Along Sale under Section 4.02 are subject to the following conditions:

(a)           upon the consummation of such Tag-Along Sale or Drag-Along Sale, all of the Shareholders participating therein will receive the same terms and conditions of sale in all material respects and the same form and amount of consideration per share, or, if any Shareholders are given an option as to the form and amount of consideration to be received, all Shareholders participating therein will be given the same option; provided, however, that in the event the proceeds of a Drag-Along Sale received by the Drag-Along Seller are not cash or marketable securities, the Institutional Shareholders and Management Shareholders shall have the same exit and sale rights as the Drag-Along Seller;

(b)           each Shareholder that sells Company Securities in a Tag-Along Sale or Drag-Along Sale shall be obligated to pay its pro rata share (based on the number of Company Securities Transferred) of expenses incurred in connection with such Tag-Along Sale or Drag-Along Sale to the extent such expenses are

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incurred for the benefit of all Shareholders and are not otherwise paid by the Company or another Person; and

(c)           each Shareholder participating in any such transaction shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the proposed Transfer; provided that, no participating Shareholder shall be required to provide any representations in connection with such Transfer (other than representations concerning each such Shareholder’s title to the Company Securities and authority, power and right to enter into and consummate the Transfer without contravention of any law or agreement); provided that each participating Shareholder may be required to provide indemnification for representations concerning the Company to the extent that all liability for misrepresentation or indemnity shall (as to those participating Shareholders) be expressly stated to be several but not joint and each such Shareholder shall not be liable for more than its pro rata share (based on the number of Company Securities Transferred) of any liability for misrepresentation or indemnity; provided that in no event shall any participating Shareholder’s total liability for all claims arising out of such transaction exceed the net proceeds received by it in connection therewith, (ii) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller or Drag-Along Seller, as the case may be, and (iii) be required to bear up to their proportionate share of any escrows, holdbacks or adjustments in purchase price.

Section 4.04. Rights of First Refusal. (a) If, at any time, any Shareholder receives from or otherwise negotiates with a Third Party an offer to purchase any or all of the Company Securities owned or held by that Shareholder (an “Offer”), and that Shareholder (the “ROFR Seller”) intends to pursue the Transfer of such Company Securities to that Third Party, then the ROFR Seller shall give notice (an “Offer Notice”) to the other Shareholders (the “ROFR Offerees”) and to the Company that the ROFR Seller desires to accept the Offer, which notice shall also set forth the number and kind of Company Securities proposed to be sold (the “Offered Securities”), the price per share that the ROFR Seller proposes to be paid for those Offered Securities (the “Offer Price”) and all other material terms and conditions of the Offer.

(b)           The giving of an Offer Notice to the Company and the ROFR Offerees shall constitute an offer by that ROFR Seller to Transfer the Offered Securities, in whole and not in part, to the Company and those ROFR Offerees, with the Company having priority with respect to the acceptance of the Offer by giving an irrevocable notice of acceptance to the ROFR Seller before the expiration of 5 Business Days after receipt of that Offer Notice by the Company, at the Offer Price and on the other terms set forth in the Offer Notice; provided, however, that:

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(i)    If the Offer Notice specifies a form of consideration other than cash, a cash equivalent or a promissory note, the Offer may be accepted by the Company or any of the ROFR Offerees for a payment, in lieu of such form of consideration, of cash in an amount equal to the fair market value of such consideration; and

(ii)   If the Offer Notice specifies consideration consisting of a promissory note, the promissory note of Parent or any of the ROFR Offerees shall be deemed the equivalent of the promissory note specified in the Offer Notice.

If the Company does not accept the offer in whole in accordance with this Section 4.04 within that 5-Business Day period, then that offer may be accepted at the Offer Price by the ROFR Offerees on a pro rata basis based on each such Shareholder’s ROFR Portion, unless the accepting ROFR Offerees shall agree to another allocation resulting in acceptance of the Offer with respect to all of the Offered Securities. Such offer shall be irrevocable for 10 Business Days after receipt of that Offer Notice by the Company and each ROFR Offeree. Subject to the Company’s priority right of exercise as set forth above, each ROFR Offeree shall have the right to accept that offer (as provided above) within that 10-Business Day period. The offer may be accepted by giving an irrevocable notice of acceptance to the ROFR Seller before the expiration of that 10-Business Day period.

If any ROFR Offeree receiving the Offer Notice elects not to purchase the Offered Securities, then the ROFR Seller shall not be required to sell any Offered Securities accepted pursuant to the offer, but shall, within five Business Days after the expiration of the initial 10-Business-Day period, give notice to all ROFR Offerees that did accept the initial offer, informing them that they have the right to increase the number of Offered Securities that they accepted pursuant to the initial offer. Each such ROFR Offeree shall then have 5 Business Days in which to accept that second offer, by giving notice of acceptance to the ROFR Seller before the expiration of that 5-Business Day period, as to all of that Shareholder’s portion of the Offered Securities not accepted pursuant to the initial offer (on the basis of that Shareholder’s ROFR Portion compared to the ROFR Portions of all other ROFR Offerees receiving the second offer) plus any additional portion not accepted by any other ROFR Offeree during that 5-Business Day period, unless the accepting ROFR Offerees shall unanimously agree to another allocation resulting in acceptance of the Offer with respect to all of the Offered Securities.

If any ROFR Offeree fails to notify the ROFR Seller before the expiration of the initial 10-Business Day periods or the second 5-Business Day period, as applicable, referred to above, it shall be deemed to have declined the initial offer or second offer, as applicable.

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For purposes of this Section 4.04, “ROFR Portion” means, in respect of any ROFR Offeree, the percentage that results from dividing (i) the Aggregate Ownership of Company Securities of that ROFR Offeree by (ii) the Aggregate Ownership of Company Securities for all ROFR Offerees who received the first offer or the second offer (or those accepting during the second offer period), as applicable.

(c)           If the Company or the ROFR Offerees elect to purchase all of the Offered Securities, then the Company or the ROFR Offerees, as the case may be, that have accepted the initial offer or second offer, as the case may be, shall purchase and pay, by wire transfer or bank or certified check (in immediately available funds) or delivery of a promissory note pursuant to Section 4.04(b)(ii), for all Offered Securities within 20 Business Days after the date on which all of those Offered Securities have been accepted; provided that, if the Transfer of those Offered Securities is subject to (i) any prior regulatory approval, subject to Section 4.04(d)(iii), the time period during which that Transfer may be consummated shall be extended until the expiration of five Business Days after all of those approvals shall have been received, but in no event later than 180 days after the ROFR Notice or (ii) Section 4.01, subject to the expiration of the relevant periods referred to in such Section, if applicable.

(d)           Upon the earliest to occur of (i) full rejection of the first offer by all recipients thereof, (ii) the expiration of the initial 10 Business-Day period and the second 5 Business-Day period without the ROFR Offerees electing to purchase all of the Offered Securities, (iii) the failure to obtain any required consent or regulatory approval for the purchase of all the Offered Securities by the Company and/or the ROFR Offerees within 180 days of full acceptance of the offer, ROFR Seller shall have a 90-day period during which to effect a Transfer to the Third Party making the Offer of any or all of the Offered Securities on substantially the same or more favorable (as to the ROFR Seller) terms and conditions as were set forth in the Offer Notice at a price that is not less than the Offer Price; provided that (x) such Third Party shall have agreed in writing to be bound by the terms of this Agreement and (y) the Transfer to that Third Party is not in violation of applicable federal, state or foreign securities laws; and provided, further, that, if the Transfer is subject to regulatory approval, that 90-day period shall be extended until the expiration of five Business Days after all those approvals shall have been received, but in no event shall that period be extended for more than 180 days from the date of the ROFR Notice without the consent of the Company. If the ROFR Seller does not consummate the Transfer of the Offered Securities in accordance with the foregoing time limitations, then the right of the ROFR Seller to Transfer those Offered Securities shall terminate, and the ROFR Seller shall again comply with the procedures set forth in this Section 4.04 with respect to any proposed Transfer of Company Securities to a Third Party.

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(e)        A ROFR Seller may Transfer Offered Securities in accordance with this Section 4.04 for non-cash consideration only if that ROFR Seller has first obtained and delivered to Parent an opinion of a mutually agreed upon investment banking firm of national standing indicating that the fair market value of the non-cash consideration that such ROFR Seller proposes to accept as consideration for those Offered Securities, together with any cash consideration, is at least equal to 100% of the Offer Price.

(f)         The provisions of this Section 4.04 shall terminate and be of no further force or effect upon and after the IPO.  Furthermore, the provisions of this Section 4.04 shall not apply to any Drag-Along Sale pursuant to Section 4.02.

Section 4.05.  Preemptive Rights.  (a) The Company shall give each Shareholder notice (an “Issuance Notice”) of any proposed issuance by the Company of any Company Securities at least 20 Business Days prior to the proposed issuance date.  The Issuance Notice shall specify the price at which such Company Securities are to be issued and the other material terms of the issuance.  Subject to Section 4.05(f) below, each Shareholder shall be entitled to purchase up to such Shareholder’s Preemptive Rights Share of the Company Securities proposed to be issued, at the price and on the terms specified in the Issuance Notice.  For purposes of this Agreement, the term “Preemptive Rights Share” shall mean, with respect to any Holder, the percentage that results from dividing (i) that Shareholder’s Aggregate Ownership (immediately before giving effect to the issuance) of Common Stock by (ii) the Aggregate Ownership (immediately before giving effect to the issuance) of the Common Stock held by all Shareholders.

(b)        Each Shareholder who desires to purchase any or all of its Preemptive Rights Share of the Company Securities specified in the Issuance Notice shall deliver notice to the Company (each an “Exercise Notice”) of its election to purchase such Company Securities within ten Business Days of receipt of the Issuance Notice.  The Exercise Notice shall specify the number (or amount) of Company Securities to be purchased by such Shareholder and shall constitute exercise by such Shareholder of its rights under this Section 4.05 and a binding agreement of such Shareholder to purchase, at the price and on the terms specified in the Issuance Notice, the number of shares (or amount) of Company Securities specified in the Exercise Notice.  If, at the termination of such ten-Business-Day period, any Shareholder shall not have delivered an Exercise Notice to the Company, such Shareholder shall be deemed to have waived all of its rights under this Section 4.05 with respect to the purchase of such Company Securities in connection with such sale.  Promptly following the termination of such ten-Business Day period, the Company shall deliver to each Shareholder a copy of all Exercise Notices it received.

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(c)        If any Shareholder fails to exercise its preemptive rights under this Section 4.05 or elects to exercise such rights with respect to less than such Shareholder’s Preemptive Rights Share, the Company shall notify each other Shareholder who has delivered an Exercise Notice to exercise its rights to purchase its entire Preemptive Rights Share, that such Shareholder shall be entitled to purchase from the Company its pro rata portion (which means the fraction that results from dividing (i) such Shareholder’s Aggregate Ownership (immediately before giving effect to the issuance) of Common Stock by (ii) the Aggregate Ownership (immediately before giving effect to the issuance) of Common Stock of all Shareholders exercising in full their preemptive rights with respect to their respective Preemptive Rights Shares) of such Common Stock with respect to which a Shareholder shall not have exercised its preemptive rights.  The Company shall continue to offer additional pro rata portions to Shareholders choosing to purchase their full pro rata portion of such Company Securities pursuant to this Section 4.05(c) until (i) all Company Securities proposed to be issued by the Company and with respect to which Shareholders were entitled to exercise their rights under this Section 4.05 have been purchased by Shareholders or (ii) all Shareholders have purchased the maximum number of Company Securities indicated in their respective Issuance Notice, whichever is earlier.

(d)        The Company shall have 90 days from the date of the Issuance Notice to consummate the proposed issuance of any or all of such Company Securities that the Shareholders have not elected to purchase at the price and upon terms that are not materially less favorable to the Company than those specified in the Issuance Notice; provided that, if such issuance is subject to regulatory approval, such 90-day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days from the date of the Issuance Notice.  If the Company proposes to issue any such Company Securities after such 90-day (or 180-day) period, it shall again comply with the procedures set forth in this Section 4.05.

(e)        At the consummation of the issuance of such Company Securities, the Company shall issue certificates representing the Company Securities to be purchased by each Shareholder exercising preemptive rights pursuant to this Section 4.05 registered in the name of such Shareholder, against payment by such Shareholder of the purchase price for such Company Securities in accordance with the terms and conditions as specified in the Issuance Notice.

(f)         Notwithstanding the foregoing, no Shareholder shall be entitled to purchase Company Securities as contemplated by this Section 4.05 in connection with issuances of Company Securities (i) to employees or consultants of the Company or any Subsidiary pursuant to employee benefit plans or arrangements, or to other holders of ownership interests in the Company’s facilities, in each case approved by the Board (including upon the exercise of employee stock options granted pursuant to any such plans or arrangements), (ii) in connection with any

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bona fide, arm’s-length restructuring of outstanding debt of the Company or any Subsidiary, (iii) in connection with any bona fide, arm’s-length direct or indirect merger, acquisition, joint venture, strategic transaction or any similar transaction or (iv) pursuant to a Public Offering.  The Company shall not be obligated to consummate any proposed issuance of Company Securities, nor be liable to any Shareholder if the Company has not consummated any proposed issuance of Company Securities pursuant to this Section 4.05 for whatever reason, regardless of whether it shall have delivered an Issuance Notice or received any Exercise Notices in respect of such proposed issuance.

(g)        The provisions of this Section 4.05 shall terminate upon the consummation of the IPO.

Section 4.06.  Purchase Option.  (a) In the event that any Management Shareholder shall cease to be employed by or in the service of the Company or any of its Subsidiaries due to (i) death, disability, retirement, or voluntary resignation or (ii) termination with Cause, the Company shall have the right and option, at any time within the 90-day period (the “Option Period”) after the effective date of such termination of employment (the “Termination Date”) or, if later, the exercise date for the options under which such Option Shares are acquired (which Option Period shall be extended if such transaction is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days after the commencement of the Option Period), to purchase from such Management Shareholder all of the Option Shares then owned by such Management Shareholder (and his or her Permitted Transferees) at a purchase price equal to the Option Purchase Price (as defined below).  The Company shall give notice to the Management Shareholder of its intention to purchase the Option Shares at any time not later than the end of the Option Period (which period shall be extended if such transaction is subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days after the commencement of the Option Period).  The right of the Company set forth in this Section 4.06 to purchase a Management Shareholder’s Option Shares is hereinafter referred to as the “Purchase Option”.  For the avoidance of doubt, the Purchase Option shall not apply to the termination of a Management Shareholder’s employment with the Company or any Subsidiary (x) by the Company other than for Cause or (y) by either Mr. Francis or Mr. Adlerz, or any other Management Shareholder with an employment agreement or option award agreement that defines “good reason”, for Good Reason.

(b)        The Purchase Option shall be exercised by written notice to the applicable Management Shareholder signed by an officer of the Company on behalf of the Company.  Such notice shall set forth the number of Option Shares desired to be purchased and shall set forth a time and place of closing, subject to the above time periods.

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(c)        At such closing, the selling Management Shareholder shall deliver the certificates evidencing the number of Option Shares to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company good title to such of the Option Shares to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company shall deliver to the seller the full amount of the Option Purchase Price for such Option Shares in cash by certified or bank cashier’s check.  Notwithstanding anything to the contrary contained herein, in connection with the exercise of any Purchase Option pursuant to Section 4.06, the Company may offset from the Option Purchase Price paid to any Management Shareholder the aggregate amount of any outstanding principal and accrued but unpaid interest due on any indebtedness of such Management Shareholder to the Company.

(d)        The “Option Purchase Price” for the Option Shares to be purchased from such Management Shareholder pursuant to the Purchase Option shall equal the price calculated as set forth below:

Event Giving Rise to the Purchase Option	Option Shares
Death, disability, retirement or voluntary resignation	Fair Market Value
Termination for Cause	Lesser of (i) the Fair Market Value and (ii) Cost

ARTICLE 5
REGISTRATION RIGHTS

Section 5.01.  Demand Registration.  (a) If at any time following the Closing Date, the Company shall receive a written request from the Crestview Shareholder (the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or any portion (so long as the value of such portion shall be equal to a minimum of $5 million for a S-1 registration and $1 million for a S-3 registration) of such Requesting Shareholder’s Registrable Securities, and specifying the intended method of disposition thereof and the number of Registrable Securities for which the Requesting Shareholder has requested registration under this Section 5.01 (the “Crestview Request Amount”), then the Company shall promptly give notice of such requested registration (a “Demand Registration”) at least 20 Business Days prior to the anticipated filing date of the registration statement relating to such Demand

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Registration to the Other Shareholders and thereupon shall use its reasonable best efforts to effect, as expeditiously as reasonably practicable, the registration under the Securities Act, but subject to the restrictions set forth in Sections 5.01(e) and 5.02, of:

(i)    all Registrable Securities for which the Requesting Shareholder has requested registration under this Section 5.01, and

(ii)   all other Registrable Securities requested to be registered by the Requesting Shareholder and those that any Shareholders with rights to request registration under Section 5.02 (the Requesting Shareholder, together with any Shareholders participating in a Piggyback Registration pursuant to this Section 5.01(a)(ii) and Section 5.02, the “Registering Shareholders”) have requested the Company to register by request received by the Company within 10 Business Days after such Shareholders receive the Company’s notice of the Demand Registration,

all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that, subject to Section 5.01(d), the Company shall not be obligated to effect more than four (4) Demand Registrations for the Crestview Shareholder, other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3 (or any successor thereto), for which an unlimited number of Demand Registrations shall be permitted.  In no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period.

(b)        Promptly after the expiration of the 10-Business Day-period referred to in Section 5.01(a)(ii), the Company will notify all Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included therein.  At any time prior to the effective date of the registration statement relating to such registration, the Requesting Shareholder may revoke such request, without liability to any of the other Registering Shareholders, by providing a notice to the Company revoking such request.

(c)        The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected.

(d)        A Demand Registration shall not be deemed to have occurred:

(i)    unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 120 days (or such shorter period in which all

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Registrable Securities of the Registering Shareholders included in such registration have actually been sold thereunder); provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or

(ii)   if the Maximum Offering Size is reduced in accordance with Section 5.01(e) such that less than 662/3% of the Registrable Securities of the Requesting Shareholders sought to be included in such registration are included.

(e)        If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Requesting Shareholders that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), then the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size:

(i)    first, all Registrable Securities requested to be registered by the Registering Shareholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the relative number of Registrable Securities so requested to be included in such registration by each); and

(ii)   second, any securities proposed to be registered by the Company.

(f)         Upon notice to each Registering Shareholder, the Company may postpone effecting a registration pursuant to this Section 5.01 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 90 days (which period may not be extended or renewed), if (i) an investment banking firm of recognized national standing shall advise the Company and the Requesting Shareholders in writing that effecting the registration would materially and adversely affect an offering of securities of such Company the preparation of which had then been commenced or is contemplated in the near term or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company.

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Section 5.02.  Piggyback Registration.  (a) Subject to Section 5.02(c), if the Company proposes to register any Company Securities under the Securities Act after the IPO, including a Demand Registration (other than a registration on Form S-8, S-4 or F-4, or any successor forms, relating to Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account or for other Persons (e.g., the Requesting Holder), the Company shall each such time give prompt notice at least 20 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder (the “Piggyback Notice”), which notice shall set forth such Shareholder’s rights under this Section 5.02 and the Crestview Request Amount (if such Public Offering is pursuant to a Demand Registration) and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 5.02(b).  Subject to Section 5.02(c), upon the request of any such Other Shareholder made within 10 Business Days after the receipt of the Piggyback Notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all Shareholders, to the extent necessary to permit the disposition of the Registrable Securities so to be registered; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving notice of its intention to register any Company Securities for the Company’s own account pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.  No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01.  The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

In the case of any Registrable Securities of a Shareholder registered in a shelf registration statement pursuant to Section 5.01 or 5.02, such Shareholder shall have no obligation to provide notice to any other Shareholder of any

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subsequent shelf take-down of such securities that is effected by such Shareholder.

Subject to Section 5.02(c), but notwithstanding anything else in this Agreement that may be deemed to the contrary, if the Crestview Shareholder is Transferring Common Stock in the IPO, the Other Shareholders shall also be entitled to Transfer a number of shares of Common Stock in the IPO as if those Other Shareholders were effecting a Piggyback Registration in accordance with this Section 5.02.

(b)        If a Piggyback Registration involves an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of Shares that the Company and such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size:

(i)    first, so much of the Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size;

(ii)   second, all Registrable Securities requested to be included in such registration by any Shareholders entitled to so request pursuant to this Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each); and

(iii)  third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

(c)        Notwithstanding anything in this Agreement that may be deemed to the contrary (including the last paragraph of Section 5.02(a), a Management Shareholder shall not be entitled to participate in any Piggyback Registration if the managing underwriter of such offering (whether effected for the account of the Company or pursuant to a Demand Registration) determines that such Management Shareholder’s participation in that Public Offering would reasonably be expected to have a material adverse effect on that Public Offering, including the price at which such shares can be sold.

Section 5.03.  Lock-Up Agreements.  If any registration of Registrable Securities shall be effected in connection with a Public Offering, neither the Company nor any Shareholder shall effect any public sale or distribution,

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including any sale pursuant to Rule 144, of any Company Securities or other security of the Company (except as part of such Public Offering) during the period beginning 14 days prior to the effective date of the applicable registration statement until the earlier of (i) such time as the Company and the lead managing underwriter shall agree and (ii) 180 days following the effective date (such period, the “Lock-Up Period” for the applicable registration statement); provided that in the case of any post-IPO Public Offering, such lock-up restriction shall apply (x) only to any Registering Shareholder(s) and the Company and (y) to all Shareholders who beneficially own (as defined in the Exchange Act) more than 1% of the aggregate number of then outstanding Company Securities; and provided further that no such lock-up restriction may be waived by the underwriter(s) for any Institutional Shareholder unless such restriction shall simultaneously be waived for all Institutional Shareholders.

Section 5.04.  Registration Procedures.  Whenever Shareholders request that any Registrable Securities be registered pursuant to Section  5.01 or 5.02, subject to the provisions of such Sections, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as reasonably practicable.  In connection with any such request, the following shall occur:

(a)        The Company shall as expeditiously as reasonably practicable prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its best efforts to cause such filed registration statement to become and remain effective for a period of not less than 180 days, or in the case of a shelf registration statement, one year (or such shorter period in which all of the Registrable Securities of the Registering Shareholders included in such registration statement shall have actually been sold thereunder).

(b)        A reasonable time prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating Shareholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424, Rule 430A, Rule 430B or Rule 430C under the Securities Act and such other documents as such Shareholder or underwriter may reasonably request in

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order to facilitate the disposition of the Registrable Securities owned by such Shareholder.  Each Shareholder shall have the right to request on a timely basis that the Company modify any information contained in such registration statement, amendment and supplement thereto pertaining to such Shareholder and the Company shall use all reasonable efforts to comply with such request; provided, however, that the Company shall not have any obligation to so modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(c)        After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Registering Shareholders thereof set forth in such registration statement or supplement to such prospectus and (iii) promptly notify each Registering Shareholder holding Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.

(d)        The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Registering Shareholder holding such Registrable Securities reasonably requests (in light of such Shareholder’s intended plan of distribution) and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of the Registrable Securities owned by such Shareholder; provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5.04(d), (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction.

(e)        The Company shall immediately notify each Registering Shareholder holding such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as

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thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Shareholder and file with the SEC any such supplement or amendment.

(f)         (i) The Crestview Shareholder shall have the right, in its sole discretion, to select an underwriter or underwriters in connection with the IPO or any other Public Offering resulting from the exercise by any such Crestview Shareholder of a Demand Registration and (ii) other than the IPO, the Company shall select an underwriter or underwriters reasonably acceptable to the Crestview Shareholder in connection with any other Public Offering.  In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form with any indemnities in favor of the underwriters as the managing underwriter may reasonably request) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering, including the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the NASD.

(g)        Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by any Registering Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.04 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement.  Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is required by law or court order.  Each Registering Shareholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it or its Affiliates as the basis for any market transactions in the Company Securities or in any other manner prohibited by Section 6.01 unless and until such information is made generally available to the public.  Each Registering Shareholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its

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expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.

(h)        The Company shall furnish to each Registering Shareholder and to each such underwriter, if any, a signed counterpart, addressed to such Shareholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Shareholders or the managing underwriter therefor reasonably requests.

(i)         The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement or such other document that shall satisfy the requirements of the Securities Act.

(j)         The Company may require each such Registering Shareholder promptly to furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration.

(k)        Each such Registering Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(e), such Shareholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(e), and, if so directed by the Company, such Shareholder shall deliver to the Company all copies, other than any permanent file copies then in such Shareholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.  If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.04(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.04(e) to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the requirements of Section 5.04(e).

(l)         The Company shall use its reasonable best efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded.

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(m)       The Company shall cause the appropriate officers of the Company to (and each Management Shareholder who is an officer or senior manager of the Company or any Subsidiary shall) (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their reasonable best efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.

Section 5.05.  Indemnification by the Company.  The Company agrees to indemnify and hold harmless each Registering Shareholder beneficially owning any Registrable Securities covered by a registration statement, its officers, directors, employees, partners and agents, and each Person, if any, who controls such Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to the Company by such Shareholder or on such Shareholder’s behalf expressly for use therein.  The Company also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Shareholders provided in this Section 5.05.

Section 5.06.  Indemnification by Registering Shareholders.  Each Registering Shareholder holding Registrable Securities included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Shareholder, but only with respect to information furnished in writing by such Shareholder or by an authorized representative of such Shareholder on such Shareholder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus.  Each such Shareholder also agrees to indemnify and hold

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harmless underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 5.06.  As a condition to including Registrable Securities in any registration statement filed in accordance with Article 5, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities.  No Registering Shareholder shall be liable under this Section 5.06 for any Damages in excess of the net proceeds realized by such Shareholder in the sale of Registrable Securities of such Shareholder to which such Damages relate.

Section 5.07.  Conduct of Indemnification Proceedings.  If any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article 5, such Person (an “Indemnified Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify.  In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred.  In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties.  The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment.  Without the prior written consent of the Indemnified Party, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in respect of which any

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Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Section 5.08.  Contribution.  If the indemnification provided for in this Article 5 is unavailable to the Indemnified Parties in respect of any Damages, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Damages (i) as between the Company and the Registering Shareholders holding Registrable Securities covered by a registration statement on the one hand and the underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and such Shareholders on the one hand and the underwriters on the other, from the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company and such Shareholders on the one hand and of such underwriters on the other in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations and (ii) as between the Company on the one hand and each such Shareholder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of each such Shareholder in connection with such statements or omissions, as well as any other relevant equitable considerations.  The relative benefits received by the Company and such Shareholders on the one hand and such underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company and such Shareholders bear to the total underwriting discounts and commissions received by such underwriters, in each case as set forth in the table on the cover page of the prospectus.  The relative fault of the Company and such Shareholders on the one hand and of such underwriters on the other 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 such Shareholders or by such underwriters.  The relative fault of the Company on the one hand and of each such Shareholder on the other 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 such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Registering Shareholders agree that it would not be just and equitable if contribution pursuant to this Section 5.08 were determined by

44

pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 5.08, no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any Damages that such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Registering Shareholder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such Shareholder were offered to the public (less underwriters’ discounts and commissions) exceeds the amount of any Damages that such Shareholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  Each Registering Shareholder’s obligation to contribute pursuant to this Section 5.08 is several in the proportion that the proceeds of the offering received by such Registering Shareholder bears to the total proceeds of the offering received by all such Registering Shareholders and not joint.  No Registering Shareholder shall be liable under this Section 5.08 for any contribution obligations in excess of the net proceeds realized by such shareholder in the sale of Registrable Securities of such Shareholder to which such obligations relate.

Notwithstanding the foregoing Sections 5.05 through 5.08, the indemnification and contribution provisions contained in any underwriting agreement shall control in the event of any conflict with the provisions of this Agreement in relation to the underwriters, on the one hand, and the Company or any Requesting Shareholder, on the other.

Section 5.09.  Participation in Public Offering.  No Shareholder may participate in any Public Offering hereunder unless such Shareholder (i) agrees to sell such Shareholder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

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Section 5.10.  Other Indemnification.  Indemnification similar to that specified herein (with appropriate modifications) shall be given by the Company and each Registering Shareholder participating therein with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

Section 5.11.  Cooperation by the Company.  If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request.

Section 5.12.  No Transfer of Registration Rights.  None of the rights of Shareholders under this Article 5 shall be assignable by any Shareholder to any Person acquiring Securities in any Public Offering or pursuant to Rule 144.  The Demand Registration rights are not assignable or transferable by the Crestview Shareholder.

ARTICLE 6
CERTAIN COVENANTS AND AGREEMENTS

Section 6.01.  Confidentiality.  (a)  Each Shareholder agrees that Confidential Information furnished and to be furnished to it has been and may in the future be made available in connection with such Shareholder’s investment in the Company.  Each Shareholder agrees that it shall use, and that it shall cause any Person to whom Confidential Information is disclosed pursuant to clause (i) below to use, the Confidential Information only in connection with its investment in the Company and not for any other purpose.  Each Shareholder further acknowledges and agrees that it shall not disclose any Confidential Information to any Person, except that Confidential Information may be disclosed:

(i)to such Shareholder’s Representatives in the normal course of the performance of their duties (which shall include, for the sake of clarity, ordinary course reporting to such Shareholder’s limited partners) or to any financial institution providing credit to such Shareholder;

(ii)       to the extent required by applicable law, rule or regulation of any governmental or regulatory authority or self-regulatory authority organization, including without limitation the National Association of Insurance Commissioners, Inc. (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which a Shareholder is subject; provided that such Shareholder agrees to give the Company prompt notice of such request(s), to the extent practicable, so

46

that the Company may seek an appropriate protective order or similar relief (and the Shareholder shall cooperate with such efforts by the Company, and shall in any event make only the minimum disclosure required by such law, rule or regulation));

(iii)      to any Person to whom such Shareholder is contemplating a Transfer of its Company Securities; provided that such Transfer would not be in violation of the provisions of this Agreement and such potential transferee is advised of the confidential nature of such information and agrees to be bound by a confidentiality agreement consistent with the provisions hereof;

(iv)     to the extent related to the tax treatment and tax structure of the transactions contemplated by this Agreement (including all materials of any kind, such as opinions or other tax analyses that the Company, its Affiliates or its Representatives have provided to such Shareholder relating to such tax treatment and tax structure); provided that the foregoing does not constitute an authorization to disclose the identity of any existing or future party to the transactions contemplated by this Agreement or their Affiliates or Representatives, or, except to the extent relating to such tax structure or tax treatment, any specific pricing terms or commercial or financial information; or

(v)      if the prior written consent of the Board shall have been obtained or if the Confidential Information is disclosed by a Management Shareholder in the performance of his or her duties as an officer or employee of the Company or any of its Subsidiaries.

Nothing contained herein shall prevent the use (subject, to the extent possible, to a protective order) of Confidential Information in connection with the assertion or defense of any claim by or against the Company or any Shareholder.

(b)“Confidential Information” means any information concerning the Company or any Persons that are or become its Subsidiaries or its joint ventures or the financial condition, business, operations or prospects of the Company or any such Persons in the possession of or furnished to any Shareholder (including by virtue of its present or former right to designate a director of the Company); provided that the term “Confidential Information” does not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by a Shareholder or its directors, officers, employees, stockholders, members, partners, agents, counsel, investment advisers or other representatives (all such persons being collectively referred to as “Representatives”) in violation of any agreement to which it may be subject (including this Agreement), (ii) was available to such Shareholder on a non-confidential basis prior to its disclosure to such Shareholder or its Representatives by the Company, (iii) becomes available

47

to such Shareholder on a non-confidential basis from a source other than the Company after the disclosure of such information to such Shareholder or its Representatives by the Company, which source is (at the time of receipt of the relevant information) not, to the best of such Shareholder’s knowledge, bound by a confidentiality agreement with (or other confidentiality obligation to) the Company or another Person or (iv) is independently developed by such Shareholder without violating any confidentiality agreement with, or other obligation of secrecy to, the Company.

Section 6.02.  Reports.  The Company agrees to furnish each Institutional Shareholder, for so long as such Shareholder owns at least 3% of the Common Stock or 50% of the Common Stock held by such Institutional Shareholder on the Closing Date:

(a)       as soon as practicable and, in any event within 30 days after the end of each month, the unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such month and the related unaudited statement of operations and cash flow for such month, and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP, setting forth in comparative form the figures for the corresponding month and portion of the previous fiscal year, and the figures for the corresponding month and portion of the then current fiscal year as in the Company’s annual operating budget,

(b)      as soon as practicable and, in any event, within 45 days after the end of each of the first three fiscal quarters commencing with the fiscal quarter ending September 30, 2007, the unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter and the related unaudited statement of operations and cash flow for such quarter and for the portion of the fiscal year then ended, in each case prepared in accordance with GAAP,

(c)       as soon as practicable and, in any event, within 90 days after the end of each fiscal year commencing with the fiscal year ended December 31, 2007, (i) the audited consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year and the related audited statement of operations and cash flow for such fiscal year, in each case prepared in accordance with GAAP and certified by a nationally recognized firm of independent public accountants of nationally recognized standing, together with a comparison of the figures in such financial statements with the figures for the previous fiscal year and the figures in the Company’s annual operating budget; provided, however, that the accountant’s certification or opinion shall not cover the Company’s annual operating budget, (ii) any management letters or other correspondence from such accountants and (iii) the Company’s annual operating budget for the coming fiscal year,

(d)      promptly following the preparation thereof, a copy of any revisions to the annual operating budget delivered pursuant to clause (c) above,

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(e)       promptly upon their becoming available, copies of all registration statements under the Securities Act and Reports on Form 8-K filed by the Company with any securities exchange or with the SEC;

(f)       as soon as practicable and, in any event, within five Business Days after any officer of the Company obtains knowledge thereof, notice (with a description in reasonable detail, and stating the action that the Company is taking or proposes to take with respect thereto) of (i) the commencement of any material litigation, investigation or other proceeding to which the Company or any of its Subsidiaries is a party before any court or arbitrator or any governmental body, agency or official or (ii) the existence of any material default or breach under this Agreement or any other material contract or agreement to which the Company or any of its Subsidiaries is a party, and

(g)      as promptly as reasonably practicable, such other information with respect to the Company or any of its Subsidiaries as may reasonably be requested by such Shareholder.

Section 6.03.  Limitations on Subsequent Registration Rights.  The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (i) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Shareholders included therein or (ii) on terms otherwise more favorable than this Agreement.

Section 6.04.  Affiliate Transactions.  The Company shall not, and shall not permit any of its Subsidiaries or Affiliates to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase, lease or otherwise acquire any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with or for the benefit of, any Institutional Shareholder or any Affiliate or “Associate” of any Institutional Shareholder (within the meaning of Rule 12b-2 under the Exchange Act), unless such transaction is on terms that are disclosed to the Board and each Board Observer and are no less favorable to the Company or such Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person; provided that the parties understand and agree that entry into, the performance of, and payment under, the Advisory Fee and Monitoring Agreement dated as of the date hereof between the Company and Crestview Advisor shall be deemed for all purposes to be consistent with this Section 6.04.

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Section 6.05.  Conflicting Agreements.  The Company and each Shareholder represents and agrees that it shall not (i) grant any proxy or enter into or agree to be bound by any voting trust or agreement with respect to the Company Securities, except as expressly contemplated by this Agreement, (ii) enter into any agreement or arrangement of any kind with any Person with respect to any Company Securities that is inconsistent with the provisions of this Agreement or for the purpose or with the effect of denying or reducing the rights of any other Shareholder under this Agreement, including agreements or arrangements with respect to the Transfer or voting of its Company Securities or (iii) act, for any reason, as a member of a group or in concert with any other Person in connection with the Transfer or voting of its Company Securities in any manner that is inconsistent with the provisions of this Agreement.

ARTICLE 7
MISCELLANEOUS

Section 7.01.  Binding Effect; Assignability; Benefit.  (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns.  Any Shareholder that ceases to own beneficially any Company Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Sections 5.05, 5.06, 5.07, 5.08 and 5.10 applicable to such Shareholder with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Company Securities and (ii) Sections 6.01 (which shall survive as against such Shareholder for two years after such Shareholder ceases to beneficially own any Company Securities), 7.02, 7.05, 7.06, 7.07 and 7.08).

(b)      Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto pursuant to any Transfer of Company Securities or otherwise, except that any Permitted Transferee acquiring Company Securities shall (unless already bound hereby) execute and deliver to the Company an agreement to be bound by this Agreement in the form of Exhibit A hereto and shall thenceforth be a “Shareholder”.  The Company shall not issue any shares of its capital stock to any Person, unless that Person executes and delivers an agreement to be bound by the terms of this Agreement in the Form of Exhibit A hereto.

(c)       Except as otherwise set forth in Sections 5.05, 5.06 and 5.08, nothing in this Agreement, expressed or implied, is intended to confer on any Person, other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

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Section 7.02.  Notices.  All notices, requests and other communications to any party shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission,

if to the Company to:

Symbion Holdings Corporation
c/o Symbion, Inc.
40 Burton Hills Boulevard
Suite 500
Nashville, Tennessee  37215
Attention: Richard E. Francis
Fax:  (615) 234-5999

with a copy to the Crestview Shareholder at the address listed below.

if to the Crestview Shareholder, to:

Crestview Symbion Holdings, L.L.C.
c/o Crestview Partners
667 Madison Avenue
New York, NY  10021
Attention: Thomas S. Murphy, Jr.
Fax: (212) 906-0750

with a copy to:

Davis Polk & Wardwell
450 Lexington Avenue
New York, New York  10017
Attention: John D. Amorosi, Esq.
Fax:  (212) 450-3010

if to any other Institutional Shareholder to the addresses and facsimile numbers listed on Exhibit B hereto, and if to any Management Shareholder, to the address of such Management Shareholder listed in the personnel records of the Company.

All notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.  Any notice, request or other written communication sent by facsimile transmission shall be confirmed by certified or registered mail, return receipt requested, posted

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within one Business Day, or by personal delivery, whether courier or otherwise, made within two Business Days after the date of such facsimile transmissions.

Section 7.03.  Waiver; Amendment; Termination.  (a) No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective.  No provision of this Agreement may be amended or otherwise modified, except by an instrument in writing executed by the Company with the approval of the Board, the Crestview Shareholder (for so long as it holds at least 50% of the Common Stock it acquired on the Closing Date) and Other Shareholders owning a majority of the outstanding Common Stock held by all Other Shareholders at that time; provided that (u) no amendment or modification that by its terms (as opposed to its effect) would adversely and disparately affect any Shareholder under the terms of this Agreement (relative to other Shareholders) shall be effective without the prior written consent of that Shareholder, (v) no amendment or modification of this Section 7.03 shall be effective without the prior written consent of the Company (with Board approval) and each Shareholder, (w) no amendment or modification of Section 3.05 or Section 4.06 shall be effective without the prior written consent of Management Shareholders owning a majority of the Company Securities held by the Management Shareholders on a Fully Diluted basis at that time, (x) no amendment or modification of Section 3.04 or Section 3.05 (as such Sections speak of the Chief Executive Officer of the Company) shall be effective without the consent of Mr. Francis, but only for so long as Mr. Francis remains CEO of the Company, and only as relates to the language in such Sections addressing the rights of the Chief Executive Officer of the Company thereunder, (y) no amendment or modification of Section 2.01(a) (as such Section speaks of Mr. Francis or Mr. Adlerz) shall be effective without the consent of Mr. Francis or Mr. Adlerz, as applicable, but only for so long as such Person remains CEO or COO of the Company, respectively, and only as relates to the language in such Section addressing his personal rights thereunder and (z) no amendment or modification of Section 2.01(a) (as such Section speaks of Trident IV) or Section 2.10 (as such Section speaks of NW Mutual, BACI or R6) shall be effective without the consent of Trident IV, NW Mutual, BACI or R6, as applicable.

(b)      Article 2, 3 (other than Sections 3.02, 3.04 and 3.05), 4 and 6 (other than Section 6.01) and Section 7.04 shall terminate, and be of no further force or effect, upon and after the IPO.

Section 7.04.  Fees and Expenses.  (a) Unless otherwise provided herein or in any other written agreements between the parties hereto, all costs and expenses incurred in connection with the transactions contemplated by this Agreement, the Merger Agreement, the Subscription Agreement and all related transactions shall be paid by the party incurring such costs and expenses.

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(b)      Notwithstanding anything herein to the contrary, the Company shall pay and bear (i) all out-of-pocket costs and expenses of the Crestview Shareholder incurred in connection with the transactions contemplated by this Agreement, the Merger Agreement, the Subscription Agreement and all related transactions and (ii) the reasonable and documented, out-of-pocket expenses of each Institutional Shareholder that is incurred in connection with the transactions contemplated by this Agreement, the Merger Agreement, the Subscription Agreement and all related transactions.

(c)       The Board shall adopt a policy providing for the reimbursement of expenses incurred by the directors and Board Observers in connection with the performance of their duties.

Section 7.05.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws rules of such state.

Section 7.06.  Jurisdiction.  Except for any determination of Fair Market Values for purposes of this Agreement (which shall be determined in accordance with the definition thereof), the parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York County, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any case of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient form.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.02 shall be deemed effective service of process on such party.

Section 7.07.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

53

Section 7.08.  Specific Enforcement.  Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

Section 7.09.  Counterparts; Effectiveness.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.  Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 7.10.  Entire Agreement.  This Agreement, the Subscription Agreement and the Employee Contribution Agreements constitute the entire agreement among the parties hereto and thereto and supersede all prior and contemporaneous agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter hereof and thereof.

Section 7.11.  Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date on the cover page of this Agreement.

SYMBION HOLDINGS CORPORATION
By:	/s/ Richard E. Francis, Jr.
	Name:	Richard E. Francis, Jr.
	Title:	Chairman and Chief Executive Officer

CRESTVIEW SYMBION HOLDINGS, L.L.C.,
By:	/s/ Thomas S. Murphy, Jr.
	Name:	Thomas S. Murphy, Jr.
	Title:	Vice-President

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By:	/s/ Timothy S. Collins
	Name:	Timothy S. Collins
	Title:

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (For Its Group Annuity Separate Account)
By:	/s/ Timothy S. Collins
	Name:	Timothy S. Collins
	Title:

TRIDENT IV, L.P.
	By: Trident Capital IV, L.P., as sole general partner
	By: DW Trident GP, LLC, as a general partner of the general partner
By:		/s/ David Wermuth
		Name:	David Wermuth
		Title:	Principal

TRIDENT IV PROFESSIONALS FUND,
	L.P.
	By: Stone Point Capital LLC, as manager
By:		/s/ David Wermuth
		Name:	David Wermuth
		Title:	Principal

BANC OF AMERICA CAPITAL INVESTORS V, L.P.
By:	/s/ Scott R. Poole
	Name:	Scott R. Poole
	Title:

 /s/ Richard E. Francis, Jr.

Richard E. Francis, Jr.

 /s/ Clifford G. Adlerz

Clifford G. Adlerz

2

R6 OPPORTUNITY FUND, L.P., as
	Beneficiary
By:	R6 Partners, L.L.C., its general partner
By:	/s/ Anil L. Crasto
	Name:	Anil L. Crasto
	Title:

R6 OVERSEAS OPPORTUNITY FUND,
	LTD., as Beneficiary
By:	R6 Capital Management, L.P., as investment manager
By:		/s/ Anil L. Crasto
		Name:	Anil L. Crasto
		Title:

3

EXHIBIT A

JOINDER TO SHAREHOLDERS AGREEMENT

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Shareholders Agreement dated as of August     , 2007 (the “Shareholders Agreement”) among Symbion Holdings Corporation and the other parties thereto, as the same may be amended from time to time.  Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Shareholders Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Shareholders Agreement as of the date hereof and shall have all of the rights and obligations of a “Shareholder” thereunder as if it had executed the Shareholders Agreement.  The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Shareholders Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date:                              ,

[NAME OF JOINING PARTY]
By:
	Name:
	Title:
Address for Notices:

EXHIBIT B

CONTACT INFORMATION

NW Mutual, on behalf of itself and its Group Annuity Separate Account

The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attn: Securities Department

Fax: (414) 665-7124

with a copy to:

Pepe & Hazard, LLP

Goodwin Square

225 Asylum Street

Hartford, CT 06103

Attn: Gary S. Hammersmith, Esq.

Fax: (860) 522-2796

Trident IV, L.P. and Trident IV Professionals Fund, L.P.

Trident IV, L.P. and Trident IV Professionals Fund, L.P.

c/o Stone Point Capital LLC

20 Horseneck Lane

Greenwich, CT 06830

Attn: Richard A. Goldman

Fax: (203) 862-2951

BACI

Banc of America Capital Investors

100 North Tryon Street - 25th Floor

Charlotte, NC 28255

Attn: Scott R. Poole

Fax: (704) 386-6432

with a copy to:

Kennedy Covington Lobdell & Hickman, L.L.P.

Hearst Tower

214 North Tryon Street, 47th Floor

Charlotte, NC 28202

Attn: T. Richard Giovannelli, Esq.

Fax: (704) 353-3184

R6

R6 Capital Management

1 East 57th Street, 8th Floor

New York, NY 10022

Attn: Ira Platt, R6 Operations

Fax: (212) 230-4822

EX-10.10

Exhibit 10.10

ADVISORY SERVICES AND MONITORING AGREEMENT

This Advisory Services and Monitoring Agreement (this “Agreement”) is entered into as of August 23, 2007, among Symbion, Inc., a Delaware corporation (the “Company”), Symbion Holdings Corporation, a Delaware corporation (“Parent”), and Crestview Advisors, L.L.C., a Delaware limited liability company (“Advisor”).

WHEREAS, pursuant to the terms of the Agreement and Plan of Merger dated as of April 24, 2007 (the “Merger Agreement”) by and among the Company, Symbol Acquisition, L.L.C., a Delaware limited liability company (and predecessor entity of Parent), and Symbol Merger Sub, Inc., a Delaware corporation, Symbol Merger Sub, Inc. will be merged with and into the Company, with the Company as the surviving corporation (the “Merger”);

WHEREAS, prior to but in connection with the Merger, Symbol Acquisition, L.L.C. will be converted into Parent, which will become the holding company of the Company by virtue of the Merger;

WHEREAS, in connection with the Merger, the Advisor (together with any investment funds managed or advised by such entity) has provided advice and analysis including assistance with due diligence and other investigatory matters related to the Company, Parent, their subsidiaries and other affiliates and the industries in which they operate, and advice with respect to financing facilities and related arrangements and other matters (collectively, “Advisory Services”);

WHEREAS, Advisor has staff specially skilled in corporate finance, strategic corporate planning, and other management skills and advisory and business monitoring services;

WHEREAS, Parent, the Company and subsidiaries of the Company (collectively, the “Company Group”) will require such skills and services from Advisor in connection with their business operations and execution of their strategic plan going forward;

WHEREAS, Advisor is willing to provide such skills and services to Parent, the Company and the other members of the Company Group; and

WHEREAS, concurrently herewith, Parent, Crestview Symbion Holdings, L.L.C., a Delaware limited liability company (the “Crestview Shareholder”) and certain other persons named therein are entering into a shareholders agreement relating to their shareholdings in Parent and certain matters applicable to Parent (the “Shareholders Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Appointment.

(a)The Company and Parent hereby appoint Advisor, or its designees, as one of their financial advisors with respect to the following services to the extent appropriate and requested by Parent, the Company or any member of the Company Group: (i) assisting Parent, the Company or any member of the Company Group in analyzing its operations and historical performance; (ii) assisting Parent, the Company or any member of the Company Group in analyzing future prospects; (iii) assisting Parent, the Company or any member of the Company Group with respect to future proposals for tender offers, acquisitions, sales, mergers, financings, exchange offers, recapitalizations, restructurings or other similar transactions that may be consummated during the term of this Agreement; and (iv) providing financial and business monitoring services, including with respect to assisting Parent, the Company or any member of the Company Group in preparing a strategic plan.

(b)Advisor does not make any representations or warranties, express or implied, in respect of the services to be provided by Advisor or any of its designees hereunder.  In no event shall Advisor or any of its respective Affiliates (as defined in the Shareholders Agreement) be liable to Parent, the Company, any other member of the Company Group or any of their respective Affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of Advisor or its designee as determined by a final, non-appealable determination of a court of competent jurisdiction.

(c)Advisor or its designees shall devote such time and efforts to the performance of services contemplated hereby as Advisor or its designees reasonably deems necessary or appropriate; provided, however, that no minimum number of hours is required to be devoted by Advisor or its designees on a weekly, monthly, annual or other basis.  Parent and the Company acknowledge that Advisor’s or its designees’ services are not exclusive to Parent, the Company or any other members of the Company Group and that Advisor and its designees may render similar services to other persons and entities.

2.Payment of Fees.

(a)In consideration of the Advisory Services provided by Advisor in connection with the transactions related to the consummation of the Merger, Parent agrees to pay to Advisor (or its designees) upon execution of this Agreement, a one-time fee (the “Transaction Fee”) equal to $6,300,000.

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(b)In consideration of the ongoing management and other advisory services to be provided by Advisor to Parent, the Company and any other member of the Company Group and their respective subsidiaries, the Company will pay to Advisor (or its designees) an annual fee (“Annual Fee”) equal to $1 million on the date this agreement becomes effective (the “Effective Date”) and on each anniversary of the Effective Date.  The Annual Fee shall also be payable on the date of termination or expiration of this Agreement (if payable upon termination or expiration of this Agreement, such final installment to be paid on the effective date of such termination or expiration and prorated for any final period consisting of less than one year).

(c)All payments and reimbursements made to Advisor pursuant to any of Sections 2, 3 or 4 will be paid by wire transfer of immediately available U.S. Dollars to an account specified by Advisor in writing to the Company.

3.Term and Termination.

(a)This Agreement shall be in effect for an initial term commencing on the Effective Date and ending on the tenth anniversary of the Effective Date (the “Term”), which Term shall automatically be extended thereafter on a year to year basis unless Parent, the Company or the Advisor provides written notice of its desire to terminate this Agreement to each of Parent, the Company and the Advisor at least 90 days prior to the expiration of the Term or any extension thereof.

(b)In connection with the consummation of an IPO (as defined in the Shareholders Agreement), either the Advisor, or the Company and Parent, may terminate this Agreement by delivery of written notice of termination to the other parties to this Agreement. In the event of a termination of this Agreement in connection with the consummation of an IPO, the Company shall pay in cash to the Advisors (i) all unpaid Annual Fees and all Out-of-pocket Expenses (as hereinafter defined) due under this Agreement with respect to periods prior to the termination date, plus (ii) the net present value (using a discount rate equal to the yield as of such termination date on U.S. Treasury securities of like maturity based on the times such payments would have been due) of the Annual Fees that would have been payable with respect to the period from to the termination date through the tenth anniversary of the Effective Date or, in the case of any extension thereof, through the end of such extension period.

(c)This Agreement may be terminated by Advisor at any time upon written notice to Parent and the Company.  Upon termination of this Agreement not in connection with the consummation of an IPO, Advisor will be entitled to prompt payment by the Company of all reasonable fees, including, but not limited, to the Annual Fee accrued prior to such termination in accordance with Section 2(c), and all Out-of-pocket Expenses due under this Agreement with respect to periods prior to the termination date.  Upon any termination or

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expiration of this Agreement, the Annual Fee shall cease to accrue for any period thereafter.

(d)No termination of Advisor’s engagement hereunder shall affect any of the Company’s obligations under this Agreement, including, without limitation, the Company’s indemnity obligations as set forth herein.

(e)The terms and provisions of Sections 2, 3, 4, 5, 7, 12 and 18 shall survive any termination of this Agreement.

4.Expenses; Indemnification.

(a)Expenses.  In addition to the compensation to be paid pursuant to Section 2 above, promptly upon request by Advisor from time to time, the Company shall reimburse Advisor for its Out-of-pocket Expenses (as defined below) incurred in connection with the provision of services hereunder to Parent, the Company or other member of the Company Group.  “Out-of-pocket Expenses” means the reasonable out-of-pocket costs and expenses incurred by or on behalf of Advisor in connection with the Advisory Services provided under this Agreement (including prior to the Effective Date), including, without limitation, (a) fees and disbursements of any independent professionals and organizations, including independent accountants, outside legal counsel or consultants, retained by Advisor or any of its Affiliates, (b) costs of any outside services or independent contractors such as couriers, business publications, on-line financial services or similar services, retained or used by Advisor or any of its Affiliates and (c) transportation, per diem costs, word processing expenses or any similar expense not associated with Advisor’s or its Affiliates’ ordinary operations.  All payments or reimbursements for out-of-pocket expenses will be made by wire transfer in same-day funds to the bank account designated by Advisor promptly upon or as soon as practicable following request for reimbursement in accordance with this Agreement, to the account indicated to the Company by the relevant payee.

(b)Indemnification.  Parent and the Company shall indemnify and hold harmless Advisor, its Affiliates, and their respective partners (both general and limited), members (both managing and otherwise), directors, officers, controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20(a) of the Securities Exchange Act of 1934, as amended), if any, agents and employees (Advisor, its Affiliates, and such other specified persons being collectively referred to as “Indemnified Persons,” and individually as an “Indemnified Person”) from and against any and all claims, liabilities, losses, damages and expenses, whether joint or several (the “Liabilities”) incurred by any Indemnified Person (including those arising out of an Indemnified Person’s negligence and reasonable fees and disbursements of the respective Indemnified Person’s counsel) which (A) are related to or arise out of (i) actions taken or omitted to be taken (including, without limitation, any untrue statements made or any statements omitted to be made) by Parent or the Company

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or (ii) actions taken or omitted to be taken by an Indemnified Person with Parent’s or the Company’s consent or in conformity with Parent’s or the Company’s instructions or Parent’s or the Company’s actions or omissions or (B) are otherwise related to or arise out of Advisor’s engagement, and will reimburse each Indemnified Person for all costs and expenses, including, without limitation, reasonable fees and disbursements of any Indemnified Person’s counsel, as they are incurred, in connection with investigating, preparing for, defending or appealing any action, formal or informal claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, caused by or arising out of or in connection with Advisor’s acting pursuant to Advisor’s engagement, whether or not any Indemnified Person is named as a party thereto and whether or not any liability results therefrom.  Parent and the Company will not, however, be responsible for any claims, liabilities, losses, damages or expenses pursuant to clause (B) of the preceding sentence that have resulted primarily from the Indemnified Person’s bad faith, gross negligence or willful misconduct.  Parent and the Company also agree that neither Advisor nor any other Indemnified Person shall have any liability to Parent, the Company or any member of the Company Group for or in connection with such engagement except for any such liability for claims, liabilities, losses, damages or expenses incurred by Parent, the Company or any member of the Company Group that have resulted primarily from Advisor’s bad faith, gross negligence or willful misconduct.  Parent and the Company further agree that it will not, without the prior written consent of Advisor, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release without any admission of culpability or wrongdoing of Advisor and each other Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceeding.  PARENT AND THE COMPANY HEREBY ACKNOWLEDGE THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ANY CLAIMS, LIABILITIES, LOSSES, DAMAGES OR EXPENSES THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF ADVISOR OR ANY OTHER INDEMNIFIED PERSON.

The foregoing right to indemnity shall be in addition to any rights that Parent, the Company and/or any other Indemnified Person may have at common law or otherwise and shall remain in full force and effect following the completion or any termination of the engagement.  Parent and the Company hereby consents to personal jurisdiction and to service and venue in any court in which any claim which is subject to this Agreement is brought against Advisor or any other Indemnified Person.

It is understood that, in connection with Advisor’s engagement, Advisor or one or more of its Affiliates may also be engaged to act for Parent or

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the Company in one or more additional capacities, and that the terms of this engagement or any such additional engagement(s) may be embodied in one or more separate written agreements.  This indemnification shall apply to the engagement specified in Section 1 hereof as well as to any such additional engagement(s) (whether written or oral) and any modification of said engagement or such additional engagement(s) and shall remain in full force and effect following the completion or termination of said engagement or such additional engagements.

Parent and the Company further understand and agree that if Advisor is asked to furnish to Parent or the Company a financial opinion letter or act for Parent or the Company in any other formal capacity, such further action may be subject to a separate agreement containing provisions and terms to be mutually agreed upon.

5.No Exclusive Duty to Parent or the Company.  (a) In recognition that (i) Advisor currently has, and will in the future have or will consider acquiring, investments in numerous companies with respect to which Advisor may serve as an advisor, a director or in some other capacity, (ii) Advisor may have a myriad of duties to various investors and partners, (iii) Advisor (or one or more Affiliates, associated investment funds or portfolio companies) may engage in the same or similar activities or lines of business as Parent or the Company and have an interest in the same areas of corporate opportunities, (iv) Parent and the Company will derive certain benefits hereunder and (v) Advisor, in desiring and endeavoring fully to satisfy its duties, may confront difficulties in determining the full scope of such duties in any particular situation, the provisions of this Section 5 are set forth to regulate, define and guide the conduct of certain affairs of Parent and the Company and other members of the Company Group as they may involve Advisor.

(b)Notwithstanding anything to the contrary contained herein, (i) Advisor shall not be required to manage Parent or the Company as its sole and exclusive function and it, and any of its Affiliates, may have other business interests and may engage in other activities in addition to those relating to Parent, the Company and the Company Group, and such other business interests or activities may be of any nature or description, and may be engaged in independently or with others, and (ii) neither Parent, the Company nor the Company Group shall have any right, by virtue of this Agreement or the Company relationship created hereby, in or to such other ventures or activities of Advisor or any of its Affiliates, or to the income or proceeds derived therefrom, and the pursuit of such ventures, even if competitive with Parent business or the Company business, shall not be deemed wrongful or improper.

(c)Neither Advisor nor any of its Affiliates, shall be liable to Parent, the Company or any of their Affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in Section 5(a) or Advisor’s or their Affiliates’ participation therein.

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6.Amendments and Waivers.  No amendment or waiver of any term, provision or condition of this Agreement shall be effective, unless in writing and executed by Advisor, Parent and the Company.  No waiver on any one occasion shall extend to or effect or be construed as a waiver of any right or remedy on any future occasion.  No course of dealing of any person nor any delay or omission in exercising any right or remedy shall constitute an amendment of this Agreement or a waiver of any right or remedy of any party hereto.

7.Miscellaneous.

(a)Choice of Law.  This Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

(b)Consent to Jurisdiction.  Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York.  Each of the parties hereto by execution hereof (i) hereby irrevocably submits to the jurisdiction of the federal and state courts in the State of New York for the purpose of any action, suit or proceeding arising out of or based upon this Agreement or the subject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts.  Each of the parties hereto hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 12 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 12 does not constitute good and sufficient service of process.  The provisions of this Section 7(b) shall not restrict the ability of any party to enforce in any court any judgment obtained in a federal or state court of the State of New York.

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(c)Waiver of Jury Trial.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, CAUSE OF ACTION, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT OR TORT OR OTHERWISE.  Each of the parties hereto acknowledges that it has been informed by each other party that the provisions of this Section 7(c) constitute a material inducement upon which such party is relying and will rely in entering into this Agreement and the transactions contemplated hereby.  Any of the parties hereto may file an original counterpart or a copy of this Agreement with any court as written evidence of the consent of each of the parties hereto to the waiver of its right to trial by jury.

(d)Authority to Enter Agreement.  Each party to this Agreement has all requisite power and authority to enter into this Agreement and the transactions contemplated hereby.  This Agreement has been duly and validly authorized by all necessary action on the part of each party and when duly executed and delivered by such party shall constitute a legal, valid and binding agreement of such party, enforceable in accordance with its terms.

8.Independent Contractor.  The parties agree and understand that Advisor is and shall act as an independent contractor of Parent and the Company in the performance of its duties hereunder.  Advisor, in the performance of its duties hereunder will not hold itself out as, an employee, agent or partner of Parent or the Company.

9.Information.  Parent and the Company acknowledge and confirm that Advisor (i) will rely solely on information provided by the Company and information that is available from public sources in the performance of the services contemplated by this engagement without independent investigation or verification thereof, (ii) will assume no responsibility for the accuracy or completeness of such information or any other information regarding Parent or the Company and (iii) will not make any appraisal of any assets of Parent or the Company.

10.Confidentiality.  No advice rendered by Advisor, whether formal or informal, may be disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to without Advisor’s prior written consent.  To the extent consistent with legal requirements, all information given to one party of this Agreement (the “Recipient Party”) by another party (the “Providing Party”), including, without limitation, this Agreement, unless publicly available or otherwise available to the Recipient Party without restriction or breach of any confidentiality agreement, will be held by the Recipient Party in

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confidence and will not, without the Providing Party’s prior approval, be disclosed to anyone other than the Recipient’s agents and advisors who require such information to perform services for the Providing Party as contemplated by this Agreement (and who agree to use such information only in connection with such services) or used by such person for any purpose other than those contemplated by this Agreement.  Each party hereto shall be responsible for violations of its respective agents and advisors of the obligations set forth in this Section 10.  Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, the obligations of confidentiality contained herein and therein, as they relate to the services to be provided hereunder, shall not apply to the tax structure or tax treatment of the transactions subject to the services to be provided hereunder, and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the tax structure and tax treatment of the transaction subject to the services to be provided hereunder and all materials of any kind (including opinions or other tax analysis) that are provided to such party relating to such tax treatment and tax structure; provided, however, that such disclosure shall not include the name (or other identifying information not relevant to the tax structure or tax treatment) of any person and shall not include information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

11.Merger/Entire Agreement.  This Agreement and the other agreements referred to herein, contain the entire understanding of the parties with respect to the specific subject matter hereof and supersedes any prior communication or agreement with respect thereto.

12.Notice.  All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by telecopy, nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by such party to the other parties:

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If to Parent, to:

Symbion Holdings Corporation
c/o Symbion, Inc.
40 Burton Hills Boulevard
Suite 500
Nashville, Tennessee  37215
Attention: Richard E. Francis
Fax: (615) 234-5999

with a copy to the Advisor at the address listed below.

If to the Company, to:

Symbion, Inc.
40 Burton Hills Boulevard
Suite 500
Nashville, Tennessee  37215
Attention: Richard E. Francis
Fax: (615) 234-5999

with a copy to the Advisor at the address listed below.

If to Advisor, to:

Crestview Advisors, L.L.C.
c/o Crestview Partners
667 Madison Avenue
New York, NY  10021
Attention: Thomas S. Murphy, Jr.
Fax: (212) 906-0750

with a copy to:

Davis Polk & Wardwell
450 Lexington Avenue
New York, New York  10017
Attention: John D. Amorosi, Esq.
Fax: (212) 450-3010

All such notices, requests, consents and other communications shall be deemed to have been delivered (a) in the case of personal delivery or delivery by telecopy, on the date of such delivery, (b) in the case of dispatch by nationally-recognized overnight courier, on the next business day following such dispatch and (c) in the case of mailing, on the third business day after the posting thereof.

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13.Severability.  If in any judicial or arbitral proceedings a court or arbitrator shall refuse to enforce any provision of this Agreement, then such unenforceable provision shall be deemed eliminated from this Agreement for the purpose of such proceedings to the extent necessary to permit the remaining provisions to be enforced.  To the full extent, however, that the provisions of any applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms, and in the event that any provision hereof shall be found to be invalid or unenforceable, such provision shall be construed by limiting it so as to be valid and enforceable to the maximum extent consistent with and possible under applicable law.

14.Counterparts.  This Agreement may be executed in any number of counterparts and by each of the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.

15.Descriptive Headings.  All descriptive headings in this Agreement are inserted for convenience only and shall be disregarded in construing or applying any provision of this Agreement.

16.Prevailing Party.  If any legal action or other proceedings is brought for a breach of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs incurred in bringing such action or proceeding, in addition to any other relief to which such party may be entitled.

17.Non-Recourse.  No past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney or representative of Advisor, any member of the Company Group or any of their respective Affiliates shall have any liability for any obligations or liabilities of Advisor, any member of the Company Group or any of their respective Affiliates under this Agreement or for any claim based on, in respect of, or by reason of, the transactions or other matters contemplated hereby.

18.Joint and Several Liability.  Each obligation described herein (including but not limited to the Transaction Fee, Annual Fees, Out-of-pocket Expenses and Liabilities) of Parent, the Company and/or its subsidiaries, as the case may be, shall be a joint and several obligation of Parent, the Company and their subsidiaries. If requested by Advisor, then Parent or the Company shall cause any of its subsidiaries to sign a counterpart signature page to this Agreement to evidence such joint and several liability.

19.Assignment.  Advisor may not assign this Agreement without the prior written consent of the Company; provided, however, that Advisor may assign this Agreement with the prior written consent of the

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Company to its Affiliates.  This Agreement shall be binding upon, and shall inure to the benefit of, all permitted successors and assigns.

[Signature page follows.]

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its duly authorized officer or representative as of the date first above written.

SYMBION, INC.
By:	/s/ Richard E. Francis, Jr.
	Name:	Richard E. Francis, Jr.
	Title:
SYMBION HOLDINGS CORPORATION
By:	/s/ Richard E. Francis, Jr.
	Name:	Richard E. Francis, Jr.
	Title:
CRESTVIEW ADVISORS, L.L.C.
By:	Thomas J. Murphy, Jr.
	Name:	Thomas S. Murphy, Jr.
	Title:	Managing Director

EX-10.11

Exhibit 10.11

EMPLOYEE CONTRIBUTION AGREEMENT

THIS EMPLOYEE CONTRIBUTION AGREEMENT (this “Agreement”) is made as of August     , 2007 between Symbion Holdings Corporation, a Delaware corporation (the “Company”), and the individual listed on the signature pages hereof (“Employee”).  Capitalized terms used but not otherwise defined herein have the meanings ascribed to those terms in Section 3 below.  This Agreement is entered into in connection with the Symbion Holdings Corporation Compensation Equity Participation Plan (“Compensation Plan”).

WHEREAS, pursuant to the terms of the Agreement and Plan of Merger dated as of April 24, 2007 (the “Merger Agreement”) by and among Symbion, Inc., a Delaware corporation, Symbol Acquisition, L.L.C., a Delaware limited liability company, and Symbol Merger Sub, Inc., a Delaware corporation, Symbol Merger Sub, Inc. will be merged with and into Symbion, Inc., with Symbion, Inc. as the surviving corporation (the “Merger”);

WHEREAS, pursuant to the Compensation Plan, Employee desires to make an investment in the Company in the form of a contribution of the number of shares of common stock of Symbion, Inc. that are owned by Employee and listed opposite his or her name on Exhibit A hereto under the heading “Contributed Shares” (such shares in respect of such employee, his or her “Contributed Shares”);

WHEREAS, the Employee has agreed pursuant to Section 1(b) of this Agreement to become a party to and bound as a Shareholder (as defined therein) by the Shareholders Agreement of Symbion Holdings Corporation dated as of the date hereof, which agreement is attached as Exhibit B hereto (the “Shareholder Agreement”); and

WHEREAS, the contribution of Employee that is recited herein, along with the property contributed by the parties to the Shareholders Agreement, will cause the contributors in the aggregate to have over 80% of the Company in a transaction intended to qualify as a Section 351 transaction in which gain is not recognized with respect to the contributed property;

NOW, THEREFORE, in consideration of the mutual promises made in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto (each, a “Party” and collectively, the “Parties”), intending to be legally bound hereby, agree as follows:

SECTION 1.  Purchase And Sale Of Employee Securities.

(a)        Capital Contribution and Issuance of Employee Securities.  Subject to the terms and conditions of this Agreement, Employee hereby makes a capital contribution to the Company immediately prior to the Effective Time (as defined in the Merger Agreement) of his or her Contributed Shares which have a value that is equal to the amount that is set forth opposite his or her name on Exhibit A hereto under the heading “Capital Contribution” (such contributed value for each such Employee, his or her “Capital Contribution”).  In consideration of the Capital Contribution of Employee, the Company will issue a number of shares of common stock of the Company, each with a par value of $0.01 per share (such shares, the “Shares”), to Employee that is equal to the quotient (rounded to the nearest whole number of) of (x) his or her Capital Contribution divided by (y) $10, subject to the rights and obligations set forth in the Shareholders Agreement.

(b)        The Employee hereby agrees to become a party and subject to, and bound as a Shareholder (as defined in the Shareholders Agreement) by, the Shareholders Agreement as of the Effective Time.  Consequently and for the sake of clarity, the Employee’s signature on a counterpart of this Agreement shall be deemed to be one and the same as a signature on a counterpart of the Shareholders Agreement.

SECTION 2.  Representation and Warranties of Employee.  Employee represents and warrants to the Company as follows:

(a)        The investment in the Company by Employee pursuant to this Agreement has been made by the Employee for his or her own account and not with a view to, or the intention of, distribution thereof in violation of the Securities Act of 1933, or the rules and regulations promulgated under that Act, as amended (the “Securities Act”), or any applicable state securities laws, and such Employee shall not dispose of, or otherwise Transfer (as defined in the Shareholders Agreement) all or any part of his or her Shares, except in compliance with the Securities Act, any applicable state securities laws and the Shareholders Agreement.

(b)        Employee is an employee of the Company or an Affiliate thereof, and he or she is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in his or her Shares.

(c)        Employee is able to bear the economic risk of investment in his or her Shares for an indefinite period of time (including the possible full loss thereof) and is aware that Transfer of all or any part of his or her Shares may not be possible because (A) such Transfer is subject to the contractual restrictions on Transfer set forth in the Shareholders Agreement and (B) such Shares have not been registered under the Securities Act or any applicable state securities laws and, therefore, cannot be sold unless in compliance with the Shareholders Agreement and subsequently registered under the Securities Act and such applicable state securities laws or an exemption from such registration is available.

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(d)        Employee has had an opportunity to ask questions and receive answers concerning the terms and conditions of his or her investment in the Company, the Shares issued to him or her hereunder and the terms and conditions of this Agreement and the Shareholders Agreement and has had full access to such other information as he or she has requested concerning the Company and its assets, liabilities, financial condition, results of operations and prospects and this investment opportunity.

(e)        Employee holds good, valid and marketable record and beneficial title to all of his or her Contributed Shares to be contributed to the Company by Employee to the Company pursuant to this Agreement, and good and valid title to such Contributed Shares will pass to the Company by virtue of this Agreement.

(f)         Each of this Agreement and the Shareholders Agreement constitutes a legal, valid and binding obligation of Employee, enforceable against Employee in accordance with its terms, and the execution, delivery and performance of those agreements by Employee do not and will not conflict with, violate or breach any agreement, contract, instrument to which Employee is a party or by which Employee is bound or any law, judgment, order or decree to which Employee is subject.

SECTION 3.  Definitions.

(a)        Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Shareholders Agreement.

(b)           Each of the following terms shall have the following meanings:

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person.  For the purposes of this definition, “control” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” or “controlled” have meanings correlative to the foregoing.

“Person” means an individual, corporation, partnership, limited liability Company, association, trust or other entity or organization.

SECTION 4. Miscellaneous Provisions.

(a)           Further Assurances.  As a condition to the Company’s entering into this Agreement and the Company’s issuance of the Shares to Employee, and as further consideration therefor, Employee shall take all necessary or desirable actions to ensure his or her performance hereunder and under the Shareholders Agreement as may be reasonably requested by the Company.

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(b)           Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(c)           Entire Agreement.  This Agreement and the Shareholders Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and, those agreements supersede all prior agreements and understandings, both oral and written, among or between any of the parties hereto with respect to the subject matter hereof and thereof.

(d)           Counterparts.  This Agreement may be executed in separate counterparts, none of which need contain the signature of more than one Party but each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(e)           Successors and Assigns.  No Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement (including any transfer by way of merger or operation of law) without the consent of each other Party.  Except as otherwise provided herein, this Agreement shall bind the Parties and their respective successors and permitted assigns and shall inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns whether so expressed or not.

(f)            Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law principles.

(g)           Amendment, Modification, or Waiver.  No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective.  No provision of this Agreement may be amended or otherwise modified, except by an instrument in writing executed by the Company with the approval of Employee, the board of directors of the Company and the Crestview Shareholder.

(h)           Third Party Beneficiaries.  The provisions of this Agreement are intended for the sole benefit of the parties hereto and, to the fullest extent permitted by applicable law, this Agreement shall not be construed as conferring any benefit upon any other Person.

(i)            Business Days.  If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in

4

the State of New York, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

(j)            Descriptive Headings; Interpretation.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement.  Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with its terms.  The use of the words “include” or “including” in this Agreement shall be by way of example rather than by limitation.

(k)           Notices.  All notices, requests or other communications to any party hereunder shall be in writing (which may include facsimile transmission) and shall be given,

if to Employee, to him or her at his address or facsimile number as it is listed in the Company’s personnel records:

if to the Company, to:

Symbion, Inc.

40 Burton Hills Boulevard, Suite 500

Nashville, Tennessee 37215

Attn: Richard E. Francis, Jr.

Facsimile: (615) 234-5999

with copies to:

Symbol Acquisition, L.L.C.

c/o Crestview Capital Partners, L.P.

667 Madison Avenue

New York, New York 10021

Attn: Thomas S. Murphy, Jr.

Facsimile: (212) 906-0750

Davis Polk & Wardwell

450 Lexington Avenue

New York, New York 10017

Attn: John D. Amorosi, Esq.

Facsimile: (212) 450-3010

and

Waller Lansden Dortch & Davis LLP

511 Union Street, Suite 2700

Nashville, Tennessee 37219

Attn: J. Reginald Hill, Esq.

5

Donald R. Moody, Esq.

Facsimile: (615) 244-6804

All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

(l)            Arbitration.  Except as set forth in Section 5(m), any dispute arising out of or in connection with this Agreement shall be submitted to arbitration.  The arbitration shall be conducted according to the Commercial Arbitration Rules of the American Arbitration Association.  The place of arbitration shall be New York, New York or such other place as may be agreed upon by the parties.  The parties to any such dispute shall attempt to agree upon one arbitrator, but if they are unable to agree, each such party shall appoint an arbitrator and these two shall appoint a third arbitrator.  Fees and expenses of the arbitrator(s) shall be divided equally between the parties to that dispute.  Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, and shall be enforceable against the parties in accordance with the 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Awards, as amended.

(m)          Jurisdiction; WAIVER OF JURY TRIAL.  In any dispute in which the Company is seeking to specifically enforce Section 2 or Section 4 of this Agreement (or any right or obligation of any party thereunder), the parties agree that any such suit, action or proceeding shall be brought exclusively in New York state court located in Manhattan or the Federal Courts located in the State of New York in Manhattan, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of those courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 5(k) shall be deemed effective service of process on that Party.  EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUCH LEGAL PROCEEDING DESCRIBED IN THIS SECTION 5(m).

6

(n)           All Obligations Contingent Upon Merger.  All of the rights and obligations of the parties hereto under this Agreement are subject to the closing of the Merger.  If the Merger Agreement is terminated for any reason, this Agreement shall terminate automatically and no party shall have any liability to any other party under this Agreement.

7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

SYMBION HOLDINGS CORPORATION
By:
	Name:
	Title:
Name of Employee:

Exhibit A

Employee Contributed
Shares Capital
Contribution

EX-12.1

EXHIBIT 12.1

Ratios of Earnings to Fixed Charges

For the purpose of calculating the ratio of earnings to fixed charges, earnings are defined as earnings (loss) from continuing operations before income taxes, plus fixed charges, excluding capitalized interest, plus amortization of capitalized interest. Fixed charges are defined as interest expensed and capitalized, plus amortization of premiums, discounts and capitalized expenses related to indebtedness, plus an estimate of the interest within rental expense.

	Years Ended December 31,								January 1 to August 23,		August 24 to December 31,		Six Months ended June 31,		Pro Forma Year ended December 31,		Pro Forma Six Months ended June 30,		Pro Forma (Supplement) Year Ended December 31,		Pro Forma (Supplement) Six Months ended June 30
	2003		2004		2005		2006		2007		2007		2008		2007		2008		2007		2008
(Loss) income before income taxes and discontinued operations	15,354		21,936		27,949		31,830		2,279		(3,734	)	(967	)	(2,831	)	(5,552	)	(7,496	)	(3,091	)
Add back minority interests	10,447		15,629		24,952		28,294		15,656		7,685		12,845		23,341		12,845		23,675		12,813
Add back fixed charges	6,762		16,829		6,264		8,699		6,335		15,396		22,198		23,167		26,783		50,245		25,988
Total earnings	32,563		54,394		59,165		68,823		24,270		19,347		34,076		43,677		34,076		66,424		35,710
Interest expense	5,257		14,236		4,213		6,602		4,906		12,891		17,738		20,366		24,490		45,964		23,688
Rent expense equivalent to interest expense	980		1,200		1,380		1,591		1,107		633		994		1,740		994		1,854		1,001
Amortization of deferred financing costs	525		1,393		671		506		322		1,872		3,466		1,061		1,299		2,427		1,299
Total fixed charges	6,762		16,829		6,264		8,699		6,335		15,396		22,198		23,167		26,783		50,245		25,988
Ratio of historical earnings to fixed charges	4.82	x	3.23	x	9.45	x	7.91	x	3.83	x	1.26	x	1.54	x	1.89		1.27		1.32	x	1.37	x

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

Name	Assumed Names	State of Incorporation or Organization
ARC Development Corporation		Tennessee
ARC Dry Creek, Inc.		Tennessee
ARC Financial Services Corporation		Tennessee
ARC of Bellingham, L.P.		Tennessee
ARC of Georgia, LLC		Tennessee
ARC Worcester Center, L.P.	ARC Worcester Center Limited Partnership (MA)	Tennessee
ASC of Hammond, Inc.		Delaware
ASC of New Albany, LLC		Indiana
Ambulatory Resource Centres Investment Company, LLC		Delaware
Ambulatory Resource Centres of Florida, Inc.		Florida
Ambulatory Resource Centres of Massachusetts, Inc.		Tennessee
Ambulatory Resource Centres of Texas, Inc.		Tennessee
Ambulatory Resource Centres of Washington, Inc.		Tennessee
Ambulatory Resource Centres of Wilmington, Inc.		Tennessee
Ambulatory Surgery Center of Cool Springs, LLC		Tennessee
Ambulatory Surgery Center of Worcester, LLC		Delaware
Animas Surgical Hospital, LLC		Delaware
Bayside Endoscopy Center, LLC		Rhode Island
Birmingham Surgery Center, LLC		Delaware
Cape Coral Ambulatory Surgery Center, LLC		Florida
Cardinal Sleep Centers of St. Charles, LLC		Illinois
Central Austin Ambulatory Surgery Center, L.P.		Tennessee
Chesterfield Spine Center, LLC		Delaware
CMMP Surgical Center, L.L.C.		Missouri
CSS Services, LLC		South Carolina
Cypress Surgery Center, LLC		Delaware
DeLand Surgery Center, Ltd.	DeLand Surgery Center (FL)	Florida
Dry Creek Surgery Center, LLC		Colorado
DSC Anesthesia, LLC		Florida
East Houston Surgery Center, Ltd.		Texas
Fairview Maple Grove Surgery Center, LLC		Delaware
HMFW Surgery Center, L.P.		Texas
Houston PSC – I, Inc.		Texas
Jacksonville Beach Surgery Center, L.P.	Jacksonville Beach Surgery Center (FL)	Tennessee
Kent, LLC		Rhode Island
Lakeside Women’s Center of Oklahoma City, LLC		Oklahoma
Largo Endoscopy Center, L.P.	Tampa Bay Regional Surgery Center (FL)	Tennessee
Largo Surgery, LLC	West Bay Surgery Center (FL)	Florida
Lubbock SurgiCenter, Inc.		Texas
MediSphere Health Partners Management of Tennessee, Inc.		Tennessee

MediSphere Health Partners – Oklahoma City, Inc.		Tennessee
NeoSpine Surgery, LLC		Delaware
NeoSpine Surgery of Bristol, LLC		Delaware
NeoSpine Surgery of Nashville, LLC		Delaware
NeoSpine Surgery of Puyallup, LLC		Delaware
New Albany Outpatient Surgery, L.P.		Delaware
Northeast Baptist Surgery Center, LLC		Texas
North River Surgical Center, LLC		Delaware
Northstar Hospital, LLC		Delaware
NorthStar Surgical Center, L.P.		Texas
Novi Surgery Center, LLC		Delaware
NSC Edmond, Inc.		Oklahoma
One Nineteen ASC, LLC		Delaware
Orange City Surgical, LLC		Delaware
Orlando Surgery Center II, Ltd.	Orlando Surgery Center (FL)	Florida
Orthopaedic Surgery Center of Asheville, L.P.		Tennessee
PSC Development Company, LLC		Delaware
PSC Operating Company, LLC		Delaware
PSC of New York, L.L.C.		Delaware
Physicians Medical Center, L.L.C.		Louisiana
Physicians Surgery Center, LLC	Lee Island Coast Surgery Center (FL)	Delaware
Physicians Surgical Care, Inc.		Delaware
Pickaway Surgery Center, Ltd.		Ohio
Premier Ambulatory Surgery of Duncanville, Inc.		Delaware
Quahog Holding Company, LLC		Delaware
Recovery Care, L.P.		Illinois
SARC/Asheville, Inc.		Tennessee
SARC/Circleville, Inc.		Tennessee
SARC/Columbia, Inc.		Tennessee
SARC/DeLand, Inc.		Tennessee
SARC/Ft. Myers, Inc.		Tennessee
SARC/FW, Inc.		Tennessee
SARC/Georgia, Inc.		Tennessee
SARC/Jacksonville, Inc.		Tennessee
SARC/Kent, LLC		Tennessee
SARC/Knoxville, Inc.		Tennessee
SARC/Largo, Inc.		Tennessee
SARC/Largo Endoscopy, Inc.		Tennessee
SARC/Metairie, Inc.		Tennessee
SARC/Providence, Inc.		Tennessee
SARC/San Antonio, LLC		Tennessee
SARC/Savannah, Inc.		Tennessee
SARC/St. Charles, Inc.		Tennessee
SARC/Vincennes, Inc.		Tennessee
SARC/West Houston, LLC		Tennessee
SARC/Worcester, Inc.		Tennessee

Savannah Outpatient Anesthesia, LLC	Delaware
Savannah Outpatient Foot and Ankle Surgery, LLC	Delaware
SI/Dry Creek, Inc	Tennessee
SMBI Havertown, LLC	Tennessee
SMBI Northstar, LLC	Tennessee
SMBI OSE, LLC	Alabama
SMBI Portsmouth, LLC	Tennessee
SMBIMS 119, LLC	Tennessee
SMBIMS Birmingham, Inc.	Tennessee
SMBIMS Durango, LLC	Tennessee
SMBIMS Elk River, LLC	Tennessee
SMBIMS Florida I, LLC	Tennessee
SMBIMS Greenville, LLC	Tennessee
SMBIMS Kirkwood, LLC	Tennessee
SMBIMS Maple Grove, LLC	Tennessee
SMBIMS Novi, LLC	Tennessee
SMBIMS Orange City, LLC	Tennessee
SMBIMS Steubenville, Inc.	Tennessee
SMBIMS Tampa, LLC	Tennessee
SMBIMS Temple, LLC	Tennessee
SMBIMS Tuscaloosa, Inc.	Tennessee
SMBIMS Wichita, LLC	Tennessee
SMBISS Arcadia, LLC	Tennessee
SMBISS Beverly Hills, LLC	Tennessee
SMBISS Chesterfield, LLC	Tennessee
SMBISS Encino, LLC	Tennessee
SMBISS Irvine, LLC	Tennessee
SMBISS Roswell, LLC	Tennessee
SMBISS Sandy Springs, LLC	Tennessee
SMBISS Thousand Oaks, LLC	Tennessee
Specialty Surgical Center, LLC	California
Specialty Surgical Center of Arcadia, LLC	California
Specialty Surgical Center of Arcadia, L.P.	California
Specialty Surgical Center of Beverly Hills, L.P.	California
Specialty Surgical Center of Encino, LLC	California
Specialty Surgical Center of Encino, L.P.	California
Specialty Surgical Center of Irvine, LLC	California
Specialty Surgical Center of Irvine, L.P.	California
Specialty Surgical Center of Thousand Oaks, LLC	California
Specialty Surgical Center of Thousand Oaks, L.P.	California
South Shore Operating Company, L.L.C.	Delaware
Surgery Center of Duncanville, L.P.	Texas
Surgery Center of Edmond, LLC	Oklahoma
Surgery Center of Hammond, LLC	Delaware
Surgery Center Partners, LLC	Delaware
SurgiCare of Deland, Inc.	Florida

Symbion Ambulatory Resource Centres, Inc.	Tennessee
SymbionARC Management Services, Inc.	Tennessee
SymbionARC Support Services, LLC	Tennessee
Symbion Imaging, Inc.	Tennessee
The Center for Special Surgery, LLC	Delaware
The Hand Surgery Center of Louisiana, L.P.	Tennessee
The Surgery Center, LLC	Georgia
The Surgery Center of Ocala, LLC	Tennessee
The Surgery Center of Temple, LLC	Delaware
Texarkana Surgery Center GP, Inc.	Texas
Texarkana Surgery Center, L.P.	Delaware
UniPhy Healthcare of Eugene/Springfield I, Inc.	Tennessee
UniPhy Healthcare of Johnson City VI, LLC	Tennessee
UniPhy Healthcare of Louisville, Inc.	Tennessee
UniPhy Healthcare of Maine I, Inc.	Tennessee
UniPhy Healthcare of Memphis I, LLC	Tennessee
UniPhy Healthcare of Memphis II, Inc.	Tennessee
UniPhy Healthcare of Memphis III, LLC	Tennessee
UniPhy Healthcare of Memphis IV, LLC	Tennessee
VASC, Inc.	Illinois
Valley Ambulatory Surgery Center, L.P.	Illinois
Valley Medical Inn, L.P.	Illinois
Valley Sleep Centers, LLC	Illinois
Valley Surgical Center, Ltd.	Ohio
Village SurgiCenter, Inc.	Delaware
Village SurgiCenter, Limited Partnership	Delaware
Vincennes Surgery Center, L.P.	Delaware
Wilmington Surgery Center, L.P.	Tennessee

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 25, 2008 (except Note 15, as to which the date is September 23, 2008) in the Registration Statement (Form S-4) and the related Prospectus of Symbion, Inc. for the registration of $179,937,000 11.00%/11.75% Senior PIK Toggle Notes due 2015.

	/s/ Ernst & Young LLP
Nashville, Tennessee
September 23, 2008

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK National Association

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification Number.

800 Nicollet Mall
Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Wally Jones

U.S. Bank National Association

150 Fourth Avenue North, 2^nd Floor

Nashville, TN 37219

(615) 251-0733

(Name, address and telephone number of agent for service)

Symbion, Inc.

(Exact name of obligor as specified in its charter)

Delaware	62-1625480
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
40 Burton Hills Boulevard, Suite 500, Nashville, Tennessee	37215
(Address of principal executive offices)	(Zip Code)

Debt Securities

11.00%/11.75% Senior PIK Toggle Notes due 2015

FORM T-1

Item 1.GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b)Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

1.A copy of the Articles of Association of the Trustee.*

2.A copy of the certificate of authority of the Trustee to commence business.*

3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4.A copy of the existing bylaws of the Trustee.**

5.A copy of each Indenture referred to in Item 4.

Not applicable.

6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939.

Attached hereto as Exhibit 6.

7.Report of Condition of the Trustee as of June 30, 2008 published pursuant to law or the requirements of its supervising or examining authority.

Attached hereto as Exhibit 7.

2

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-145601 filed on August 21, 2007.

3

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Nashville, and State of Tennessee, on the 19^th day of September, 2008.

		By:	/s/ Wally Jones
			Wally Jones
			Vice President
By:	/s/ Donna L Williams
	Donna L Williams
	Vice President

4

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated:	September 19, 2008
		By:	/s/ Wally Jones
			Wally Jones
			Vice President
By:	/s/ Donna L Williams
	Donna L Williams
	Vice President

5

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2008

($000’s)

	6/30/2008
Assets
Cash and Balances Due From Depository Institutions	$	8,040,113
Securities	38,273,740
Federal Funds	4,300,502
Loans & Lease Financing Receivables	162,625,350
Fixed Assets	2,638,883
Intangible Assets	12,303,139
Other Assets	14,126,201
Total Assets	$	242,307,928
Liabilities
Deposits	$	143,265,079
Fed Funds	13,193,537
Treasury Demand Notes	0
Trading Liabilities	490,836
Other Borrowed Money	47,378,092
Acceptances	0
Subordinated Notes and Debentures	7,647,466
Other Liabilities	7,266,430
Total Liabilities	$	219,241,440
Equity
Minority Interest in Subsidiaries	$	1,524,656
Common and Preferred Stock	18,200
Surplus	12,057,620
Undivided Profits	9,466,012
Total Equity Capital	$	23,066,488
Total Liabilities and Equity Capital	$	242,307,928

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:	/s/ Wally Jones
	Vice President
Date: September 19, 2008

6

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL
Symbion, Inc.
Offer to Exchange

11.00%/11.75% Senior PIK Toggle Notes Due 2015
for Any and All Outstanding
11.00%/11.75% Senior PIK Toggle Notes Due 2015

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                             , 2008 (THE "EXPIRATION DATE") UNLESS EXTENDED BY SYMBION,  INC.

The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION

By Registered or Certified Mail, Hand Delivery or Overnight Courier:

U.S. Bank National Association
Specialized Finance Unit
60 Livingston Avenue
St. Paul, MN 55107
Attention: Rachel Muehlbauer

By Facsimile:
(651) 495-8158
(For Eligible Institutions Only) By Telephone:
(800) 934-6802

        Delivery of this Letter of Transmittal to an address other than as set forth above or transmission via facsimile to a number other than as set forth above will not constitute a valid delivery.

        The undersigned acknowledges receipt of the Prospectus, dated                        , 2008 the "Prospectus"), of Symbion, Inc. (the "Company") and this Letter of Transmittal (the "Letter of Transmittal"), which together describe the Company's offer (the "Exchange Offer") to exchange $1,000 in principal amount of its 11.00%/11.75% Senior PIK Toggle Notes due 2015 (the "Exchange Notes") for each $1,000 in principal amount of outstanding 11.00%/11.75% Senior PIK Toggle Notes due 2015 (the "Outstanding Notes"). The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act of 1933, as amended (the "Securities Act"). The CUSIP numbers for the Outstanding Notes are 871507AA7 and U78644AA6.

        The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

Please read the entire Letter of Transmittal and the Prospectus carefully before checking any box below. Your bank or broker can assist you in completing this form. The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus and this Letter of Transmittal may be directed to U.S. Bank National Association (the "Exchange Agent").

        List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OUTSTANDING NOTES
Name(s) and Addresses of Registered Holder(s) (Please fill in)		Certificate Number(s)	Aggregate Principal Amount Represented By Outstanding Notes*	Principal Amount Tendered**
		Total
*	Need not be completed by book-entry holders.
**	Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See Instruction 2 below.

        This Letter of Transmittal is to be used either if certificates representing Outstanding Notes are to be forwarded herewith or if delivery of Outstanding Notes is to be made by book-entry transfer to the Exchange Agent's account at The Depository Trust Company (the "Book-Entry Transfer Facility"), pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer—Procedures for Tendering." Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

        Holders whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures."

o CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH

o

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution(s)

The Depository Trust Company Account Number

Transaction Code Number

o
CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s)

Name of Eligible Institution that Guaranteed Delivery

Date of Execution of Notice of Guaranteed Delivery

Name of Institution that Guaranteed Delivery

If Delivered by Book-Entry Transfer

Account Number

o
CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE TEN ADDITIONAL COPIES OF THE PROSPECTUS AND TEN COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO AND COMPLETE THE FOLLOWING:

Name

Address

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities (other than Outstanding Notes acquired directly from the Company), it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Any holder who is an "affiliate" of the Company or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Outstanding Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act, must comply with the registration and prospectus delivery requirements under the Securities Act.

2

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        1.     Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount at maturity of Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Outstanding Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Outstanding Notes as are being tendered hereby.

        2.     The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Outstanding Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Outstanding Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Outstanding Notes nor any such other person is engaging in or intends to engage in a distribution of such Exchange Notes and that neither the holder of such Outstanding Notes nor any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company.

        3.     The undersigned also acknowledges that the Exchange Offer is being made in reliance on an interpretation, made to third parties, by the staff of the Securities and Exchange Commission (the "SEC") that the Exchange Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders' business, such holders are not engaging in and do not intend to engage in the distribution of such Exchange Notes and such holders have no arrangements with any person to participate in the distribution of such Exchange Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such Exchange Notes. However, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        4.     The undersigned may, if, and only if, it would not receive freely tradable Exchange Notes in the Exchange Offer or is not eligible to participate in the Exchange Offer, elect to have its Outstanding Notes registered in the shelf registration described in the Registration Rights Agreement, dated as of June 3, 2008, among the Company, the Company's subsidiary guarantors from time to time party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and Greenwich Capital Markets, Inc. (the "Registration Agreement"). Capitalized terms used in this paragraph 4 and not otherwise defined herein shall have the meanings given to them in the Registration Agreement. Such election may be made by checking the box under "Special Registration Instructions" below. By making such election, the undersigned agrees, as a holder of Outstanding Notes participating in a shelf registration, to comply with the Registration Agreement and to indemnify and hold harmless the Company, its subsidiary guarantors, directors, officers, employees and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended, from and against any and all losses, claims, damages or liabilities (including without limitation, any legal or other expenses incurred in

3

connection with investigating or defending any judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any preliminary prospectus or prospectus forming a part thereof (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the 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 or on behalf of the undersigned specifically for inclusion therein. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provisions of the Registration Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Agreement.

        5.     The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Outstanding Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption "The Exchange Offer—Withdrawal Rights." See Instruction 9 below.

        6.     Unless otherwise indicated in the box entitled "Special Issuance Instructions" below, please issue the Exchange Notes (and, if applicable, substitute certificates representing Outstanding Notes for any Outstanding Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Outstanding Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the Exchange Notes (and, if applicable, substitute certificates representing Outstanding Notes for any Outstanding Notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Outstanding Notes."

4

THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE OFFER IS SUBJECT TO THE MORE DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT BETWEEN THE TERMS OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL, THE TERMS OF THE PROSPECTUS SHALL PREVAIL.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OUTSTANDING NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX ABOVE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX.

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)

(IN ADDITION, COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)

X			, 2007
X			, 2007
X			, 2007
	Signature(s) of Owner	Date

Area Code and Telephone Number

            If a holder is tendering any Outstanding Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Outstanding Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3 below.

Name(s):

Capacity:

Address:

SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3 BELOW)

Signature(s) Guaranteed by
an Eligible Institution:

(Authorized Signature)

(Title)

(Name and Firm)

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OUTSTANDING NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 2, 3, 4 and 5 below)

            To be completed ONLY if certificates for Outstanding Notes not exchanged and/or Exchange Notes are to be issued in the name of someone other than the undersigned, or if Outstanding Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue: Exchange Notes and/or Outstanding Notes to:

Name(s)*

(Please type or print)

(Please type or print)

Address:

Zip Code

*	Such person(s) must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY.
Credit unchanged Outstanding Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below:
(Book-Entry Transfer Facility Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4 below)

            To be completed ONLY if certificates for Outstanding Notes not exchanged and/or Exchange Notes are to be sent to someone other than the undersigned or to the undersigned at an address other than shown in the box entitled "Description of Outstanding Notes" above.

Mail Exchange Notes and/or Outstanding Notes to:

Name(s)*

(Please type or print)

(Please type or print)

Address:

Zip Code

* Such person(s) must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY.

SPECIAL REGISTRATION INSTRUCTIONS
(See Paragraph 4 above)

To be completed ONLY IF (i) the undersigned satisfies the conditions set forth in paragraph 4 above, (ii) the undersigned elects to register its Outstanding Notes in the shelf registration described in the Registration Agreement, and (iii) the undersigned agrees to comply with the Registration Agreement and to indemnify certain entities and individuals as set forth in paragraph 4 above.

o By checking this box the undersigned hereby (i) represents that it is entitled to have its Outstanding Notes registered in a shelf registration in accordance with the Registration Agreement, (ii) elects to have its Outstanding Notes registered pursuant to the shelf registration described in the Registration Agreement, and (iii) agrees to comply with the Registration Agreement and to indemnify certain entities and individuals identified in, and to the extent provided in, paragraph 4 above.

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INSTRUCTIONS

1.     Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

        This Letter of Transmittal is to be completed by holders of Outstanding Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the Prospectus under the caption "The Exchange Offer—Book-Entry Transfer." Certificates for all physically tendered Outstanding Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Outstanding Notes tendered hereby must be in denominations or principal amount at maturity of $1,000 or any integral multiple thereof.

        Noteholders whose certificates for Outstanding Notes are not immediately available or who cannot deliver their certificates and any other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Outstanding Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures." Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) on or prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Outstanding Notes and the amount of Outstanding Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange ("NYSE") trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Outstanding Notes in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Outstanding Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may be, and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

        The method of delivery of this Letter of Transmittal, the Outstanding Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. No Letter of Transmittal or Outstanding Notes should be sent to the Company.

        See "The Exchange Offer" section in the Prospectus.

2.     Partial Tenders.

        If less than all of the Outstanding Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Outstanding Notes to be tendered in the box above entitled "Description of Outstanding Notes" under "Principal Amount Tendered." A reissued certificate representing the balance of nontendered Outstanding Notes of a tendering holder who physically delivered Outstanding Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. All of the Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

7

3.     Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.

        If this Letter of Transmittal is signed by the registered holder of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

        If any tendered Outstanding Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If any tendered Outstanding Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

        When this Letter of Transmittal is signed by the registered holder or holders of the Outstanding Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Exchange Notes are to be issued, or any untendered Outstanding Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.

        If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

        Endorsements on certificates for Outstanding Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program (each an "Eligible Institution" and collectively, "Eligible Institutions").

        Signatures on the Letter of Transmittal need not be guaranteed by an Eligible Institution if (A) the Outstanding Notes are tendered (i) by a registered holder of Outstanding Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Outstanding Notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal, or (ii) for the account of an Eligible Institution and (B) the box entitled "Special Registration Instructions" on this Letter of Transmittal has not been completed.

4.     Special Issuance and Delivery Instructions.

        Tendering holders of Outstanding Notes should indicate in the applicable box the name and address to which Exchange Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Outstanding Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated and such person named must properly complete a Substitute Form W-9 or a Form W-8BEN, W-8ECI or W-8IMY, as applicable. Noteholders tendering Outstanding Notes by book-entry transfer may request

8

that Outstanding Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such noteholder may designate hereon. If no such instructions are given, such Outstanding Notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal.

5.     Transfer Taxes.

        The Company will pay all transfer taxes, if any, applicable to the transfer of Outstanding Notes to it or its order pursuant to the Exchange Offer. If, however, Exchange Notes and/or substitute Outstanding Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Outstanding Notes tendered hereby, or if tendered Outstanding Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Outstanding Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

6.     Waiver of Conditions.

        The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

7.     No Conditional Tenders.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Outstanding Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange.

        Although the Company intends to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give any such notice.

8.     Mutilated, Lost, Stolen or Destroyed Outstanding Notes.

        Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

9.     Withdrawal of Tenders.

        Tenders of Outstanding Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

        For a withdrawal of a tender of Outstanding Notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Outstanding Notes to be withdrawn (the "Depositor"), (ii) identify the Outstanding Notes to be withdrawn (including the principal amount and serial number(s) of the corresponding certificate(s) or, in the case of Outstanding Notes tendered by book-entry transfer, the name and number of the DTC account to be credited and otherwise comply with the procedures of DTC), (iii) be signed by the holder in the same manner as the original signature on this Letter of Transmittal by which such Outstanding Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the indenture pursuant to which the Outstanding Notes were issued register the transfer of such

9

Outstanding Notes into the name of the person withdrawing the tender, and (iv) specify the name in which any such Outstanding Notes are to be registered, if different from that of the Depositor. Any Outstanding Notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

        All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Outstanding Notes not properly tendered or any Outstanding Notes the Company's acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. The Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions of this Letter of Transmittal) will be final and binding on all parties.

10.   Requests for Assistance or Additional Copies.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above.

IMPORTANT TAX INFORMATION

        Under current federal income tax law, a holder tendering Outstanding Notes is required to provide the Company (as payor) with such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 below or otherwise establish a basis for exemption from backup withholding. If a holder is an individual, the TIN is such holder's social security number. Other holders should consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for information on the correct TIN to report. If the Company is not provided with the correct TIN, a holder may be subject to a $50 penalty imposed by the Internal Revenue Service and payments that are made to such holder with respect to tendered Outstanding Notes may be subject to backup withholding.

        Certain holders (including, among others, corporations and tax-exempt entities) are not subject to these backup withholding and reporting requirements. For such a holder to qualify as an exempt recipient, such holder should complete the Substitute Form W-9 below and write "EXEMPT" on the face thereof to avoid possible erroneous withholding. A foreign individual may qualify as an exempt recipient by completing the Substitute Form W-9 as described above and by submitting to the Company, through the Exchange Agent, the appropriate Internal Revenue Service Form W-8 (e.g., Form W-8BEN, Form W-8ECI or Form W-8IMY), properly completed and signed under penalty of perjury, attesting to the holder's exempt status. The appropriate W-8 will be provided by the Exchange Agent upon request. See the enclosed Substitute Form W-9 for additional instructions.

        If backup withholding applies, the Company is required to withhold a portion of certain payments made to the holder or other payee. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

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Purpose of Substitute Form W-9

        To prevent backup withholding on payments that are made to a holder with respect to Outstanding Notes tendered for exchange, each holder should provide the Company, through the Exchange Agent, with either: (i) such holder's correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such holder is awaiting a TIN), that such holder is a U.S. person (including a U.S. resident alien), and that (A) such holder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (B) the Internal Revenue Service has notified such holder that he or she is no longer subject to backup withholding; or (ii) an adequate basis for exemption.

What Number to Give the Exchange Agent

        The holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are held in more than one name or are not held in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance regarding which number to report.

Certificate of Awaiting Taxpayer Identification Number

        If the tendering holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, check the "Awaiting TIN" box on Substitute Form W-9, sign and date the form and the Certificate of Awaiting Taxpayer Identification Number, and return the executed documents to the Exchange Agent. If such certificate is completed and the Exchange Agent is not provided with the TIN, the Exchange Agent will withhold at the applicable backup withholding rate on all payments made thereafter until a TIN is provided to the Exchange Agent.

11

PAYER'S NAME: SYMBION, INC.
SUBSTITUTE FORM W-9	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number or Employer Identification Number
Department of the Treasury Internal Revenue Service Part 2—Certification— Under penalties of perjury, I certify that:		Part 3— Awaiting TIN        o
Payer's Request for Taxpayer Identification Number ("TIN")	(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);
	(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding; (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the IRS has notified me that I am no longer subject to backup withholding; and
	(3) I am a U.S. person (including a U.S. resident alien).

Certification Instructions—You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on you tax return.
Name
Address
Signature	Date

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

12

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days.
Signature	Date	, 2008

13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:		Give the name and SOCIAL SECURITY number of—	For this type of account:		Give the name and EMPLOYER IDENTIFICATION number of—
1.	Individual	The individual	6.	Sole Proprietorship or single-owner LLC	The owner(3)
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(l)	7.	A valid trust, estate, or pension trust	Legal entity(4)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)	8.	Corporate or LLC electing corporate status on Form 8832	The corporation
4.	(a) The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)	9.	Association, club, religious, charitable, educational, or other tax- exempt organization	The organization
	(b) So-called trust account that is not a legal or valid trust under state law	The actual owner(l)	10.	Partnership or multi-member LLC	The partnership
5.	Sole proprietorship or single-owner LLC	The owner(3)	11.	A broker or registered nominee	The broker or nominee
			12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security Number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

You must show your individual name, but you may also enter your business or "DBA" name. You may use either your Social Security Number or Employer Identification Number (if you have one).

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

Obtaining a Number

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4, Application for Employer Identification Number, from the Social Security Administration or the Internal Revenue Service and apply for a number.

Payees Exempt from Backup Withholding

Backup withholding is not required on any payments made to the following payees:

•

An organization exempt from tax under section 501(a), any IRA, or a custodial account under Section 403(b)(7)if the account satisfies the requirements of section 401(f)(2);



•

The United States or any agency or instrumentality thereof;



•

A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities;



•

A foreign government or any of its political subdivisions or agencies or instrumentalities; or



•

An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

•

A corporation;



•

A foreign central bank of issue;



•

A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States;



•

A futures commission merchant registered with the Commodity Futures Trading Commission;



•

A real estate investment trust;



•

An entity registered at all times during the tax year under the Investment Company Act of 1940;



•

A common trust fund operated by a bank under Section 584(a);



•

A financial institution;



•

A middleman known in the investment community as a nominee or custodian; or



•

A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•

Payments to nonresident aliens subject to withholding under Section 1441;



•

Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner;



•

Payments of patronage dividends where the amount received is not paid in money; and



•

Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the following:

•

Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer;



•

Payments of tax-exempt interest (including exempt-interest dividends under Section 852);



•

Payments described in Section 6049(b)(5) to non-resident aliens;



•

Payments on tax-free covenant bonds under Section 1451;



•

Payments made by certain foreign organizations; and



•

Mortgage interest paid to an individual.

EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

          Certain payments, other than interest, dividends, and patronage dividends, that are not subject to information reporting, are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A(a), 6045, and 6050A.

Privacy Act Notice.—Section 6109 of the Internal Revenue Code requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1)   Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)   Civil Penalty for False Information with Respect to Withholding.—If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a $500 penalty.

(3)   Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

14

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Exhibit 99.1

EX-99.2

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Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
SYMBION, INC.
Offer to Exchange
11.00%/11.75% Senior PIK Toggle Notes Due 2015
for any and all outstanding
11.00%/11.75% Senior PIK Toggle Notes Due 2015

        This form or one substantially equivalent hereto must be used by registered holders of outstanding 11.00%/11.75% Senior PIK Toggle Notes due 2015 (the "Outstanding Notes") who wish to tender their Outstanding Notes in exchange for a like principal amount of 11.00%/11.75% Senior PIK Toggle Notes due 2015 (the "Exchange Notes") pursuant to the exchange offer described in the Prospectus dated                 , 2008 (the "Prospectus") if the holder's Outstanding Notes are not immediately available or if such holder cannot deliver its Outstanding Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to U.S. Bank National Association (the "Exchange Agent") prior to 5:00 p.m., New York City time, on                 , 2008. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                , 2008
(THE "EXPIRATION DATE") UNLESS EXTENDED BY SYMBION, INC.

The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION
By Registered or Certified Mail, Hand Delivery or Overnight Courier:
U.S. Bank National Association
Specialized Finance Unit
60 Livingston Avenue
St. Paul, MN 55107
Attention: Rachel Muehlbauer

By Facsimile:	By Telephone:
(651) 495-8158 (For Eligible Institutions Only)	(800) 934-6802

Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission via facsimile to a number other than as set forth above will not constitute a valid delivery.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the Letter of Transmittal), such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

Ladies and Gentlemen:

        The undersigned hereby tenders to Symbion, Inc. upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which is hereby acknowledged, Outstanding Notes pursuant to guaranteed delivery procedures set forth in Instruction 1 of the Letter of Transmittal.

        The undersigned understands that tenders of Outstanding Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that tenders of Outstanding Notes pursuant to the Exchange Offer may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer—Withdrawal Rights" section of the Prospectus.

        All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.

        Principal Amount of Outstanding Notes Tendered for Exchange (must be in denominations of principal amount of $1,000 or any integral multiple thereof):

Certificate No(s). for Outstanding Notes (if available):

PLEASE SIGN HERE

X
X
	Signature(s) of Owner(s) or Authorized Signatory	Date
This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Outstanding Notes exactly as its (their) name(s) appear on certificates of Outstanding Notes or on a security position listing as the owner of Outstanding Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:
Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

Area Code and Telephone Number:

        (Check if Outstanding Notes will be tendered by book-entry transfer)

        o    The Depository Trust Company

                Account Number:

2

THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED.

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby:

        (a)    represents that the above named person(s) own(s) the Outstanding Notes to be tendered within the meaning of Rule 14e-4 under the Exchange Act;

        (b)    represents that such tender of Outstanding Notes complies with Rule 14e-4 under the Exchange Act; and

        (c)    guarantees that delivery to the Exchange Agent of certificates for the Outstanding Notes to be tendered, proper form for transfer (or confirmation of the book-entry transfer of such Outstanding Notes into the Exchange Agent's account at The Depository Trust Company, pursuant to the procedures for book-entry transfer set forth in the Prospectus), with delivery of a properly completed and duly executed (or manually signed facsimile) Letter of Transmittal with all required signatures and any other required documents, will be received by the Exchange Agent at its address set forth above within three New York Stock Exchange trading days after the Expiration Date.

I HEREBY ACKNOWLEDGE THAT I MUST DELIVER THE LETTER OF TRANSMITTAL AND OUTSTANDING NOTES TO BE TENDERED TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH HEREIN AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO ME.

Name of Firm:

Address:

Area Code and Telephone Number:

(Authorized Signature)

Title:

Name
(please type):

Date:

NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION DATE.

3

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Exhibit 99.2

CORRESP

[Symbion, Inc. letterhead]

September 26, 2008

Securities and Exchange Commission

450 Fifth Street, N.W.

Judiciary Plaza

Washington, D.C. 20549

Re:Symbion, Inc. Registration Statement on Form S-4 filed on September 26, 2008

Ladies and Gentlemen:

This letter is to supplementally advise the Securities and Exchange Commission (the “Commission”) that Symbion, Inc. (the “Company”) is registering its exchange notes (the “Exchange Notes”), as described in the Registration Statement on Form S-4 filed with the Commission today (the “Registration Statement”), in reliance on the Commission’s position enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co., Inc. (available June 5, 1991), and Shearman & Stearling (available July 2, 1993). In addition, the Company represents as follows:

(A)          The Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the exchange offer and to the best of its information and belief, each person participating in the exchange offer is acquiring the Exchange Notes in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the exchange offer. In this regard, the Company will make each person participating in the exchange offer aware (through the exchange offer prospectus or otherwise) that if the exchange offer is being registered for the purpose of secondary resales, any securityholder using the exchange offer to participate in a distribution of the Exchange Notes to be acquired in the registered exchange offer (a) cannot rely on the Commission’s position enunciated in Exxon Capital, Morgan Stanley and Shearman & Stearling or other interpretative letters to similar effect and (b) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

(B)           The Company will make each person participating in the exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds existing notes (the “Outstanding Notes”) acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

(C)           The transmittal letter or similar documentation to be executed by an exchange offeree will include a statement to the effect that, if the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in

respect of such Outstanding Notes pursuant to the exchange offer. The transmittal letter or similar documentation may also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

If you have any questions or comments, please contact the undersigned at (615) 234-5916 or James H. Nixon III of Waller Lansden Dortch & Davis, LLP at (615) 850-8855.

	Sincerely,
	SYMBION, INC.
	By:	/s/ Teresa F. Sparks
		Teresa F. Sparks
		Senior Vice President of Financial and
		Chief Financial Officer
cc:     James H. Nixon III, Esq.