JOINDER TO REGISTRATION RIGHTSAGREEMENT April 3, 2012
Exhibit 4.6
EXECUTION VERSION
JOINDER TO REGISTRATION RIGHTS AGREEMENT
April 3, 2012
Reference is hereby made to the Registration Rights Agreement, dated as of April 3, 2012 (the “Registration Rights Agreement”), by and among USPI Finance Corp. (“USPI Finance”) and the Initial Purchasers named therein concerning the sale by USPI Finance to the Initial Purchasers of $440,000,000 aggregate principal amount of USPI Finance’s 9.000% Senior Notes due 2020 (the “Securities”). Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.
1. Joinder of the Successor Company. United Surgical Partners International, Inc., a Delaware corporation (“USPI”), hereby agrees to become bound by the terms, conditions and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as the “Company” therein and as if such party executed the Registration Rights Agreement on the date thereof.
2. Joinder of the Guarantors. The guarantors listed on the signature pages hereto (the “Guarantors”), hereby agrees to become bound by the terms, conditions and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as “Guarantors” therein and as if such party executed the Registration Rights Agreement on the date thereof.
3. Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York.
4. 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. Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
6. Headings. The headings in this Joinder Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first written above.
| Very truly yours,
UNITED SURGICAL PARTNERS | ||
| By: | /s/ William H. Wilcox | |
| Name: William H. Wilcox Title: Chief Executive Officer | ||
[Signature Page to Joinder to Registration Rights Agreement]
| ALLIANCE SURGERY, INC. GEORGIA MUSCULOSKELETAL NETWORK, INC. HEALTH HORIZONS OF KANSAS CITY, INC. HEALTH HORIZONS OF MURFREESBORO, INC. HEALTHMARK PARTNERS, INC. HEALTHMARK PARTNERS OF MARYLAND, INC. IMPLANT SOLUTIONS, L.L.C. By: USP Tennessee, Inc., its sole member ISS-ORLANDO, LLC By: Surginet, Inc., its sole member MEDCENTER MANAGEMENT SERVICES, INC. ORTHOLINK ASC CORPORATION ORTHOLINK RADIOLOGY SERVICES CORPORATION ORTHOLINK/GEORGIA ASC, INC. ORTHOLINK/NEW MEXICO ASC, INC. ORTHOLINK/TN ASC, INC. SPECIALTY SURGICENTERS, INC. SSI HOLDINGS, INC. SURGICOE OF TEXAS, INC. SURGINET, INC. SURGIS MANAGEMENT SERVICES, INC. SURGIS OF CHICO, INC. SURGIS OF PHOENIX, INC. SURGIS OF REDDING, INC. SURGIS OF SAND LAKE, INC. SURGIS OF VICTORIA, INC. SURGIS, INC. TITAN HEALTH CORPORATION TITAN HEALTH OF CHATTANOOGA, INC. TITAN HEALTH OF HERSHEY, INC. TITAN HEALTH OF MIAMI, INC. TITAN HEALTH OF NORTH HAVEN, INC. | ||||
| By: | /s/ William H. Wilcox | |||
| Name: | William H. Wilcox | |||
| Title: | President | |||
[Signature Page to Joinder to Registration Rights Agreement]
| TITAN HEALTH OF PITTSBURGH, INC. TITAN HEALTH OF PLEASANT HILLS, INC. TITAN HEALTH OF PRINCETON, INC. TITAN HEALTH OF SACRAMENTO, INC. TITAN HEALTH OF SAGINAW, INC. TITAN HEALTH OF TITUSVILLE, INC. TITAN HEALTH OF WEST PENN, INC. TITAN HEALTH OF WESTMINSTER, INC. TITAN MANAGEMENT CORPORATION UNITED SURGICAL PARTNERS HOLDINGS, INC. USP ALEXANDRIA, INC. USP AUSTIN, INC. USP AUSTINTOWN, INC. USP BATON ROUGE, INC. USP BEAUMONT, INC. USP BIRMINGHAM, INC. USP BRIDGETON, INC. USP CEDAR PARK, INC USP CHESTERFIELD, INC. USP CHICAGO, INC. USP CINCINNATI, INC. USP COAST, INC. USP COLUMBIA, INC. USP CORPUS CHRISTI, INC. USP CREVE COEUR, INC. USP DENVER, INC. USP DES PERES, INC. USP DESTIN, INC. USP DOMESTIC HOLDINGS, INC. USP ENCINITAS ENDOSCOPY, INC. USP FENTON, INC. | ||||
| By: | /s/ William H. Wilcox | |||
| Name: William H. Wilcox | ||||
| Title: President | ||||
[Signature Page to Joinder to Registration Rights Agreement]
| USP FESTUS, INC. USP FLORISSANT, INC. USP FREDERICKSBURG, INC. USP FRONTENAC, INC. USP GATEWAY, INC. USP GLENDALE, INC. USP HARBOUR VIEW, INC. USP HOUSTON, INC. USP INDIANA, INC. USP INTERNATIONAL HOLDINGS, INC. USP JERSEY CITY INC. USP KANSAS CITY, INC. USP KNOXVILLE, INC. USP LAS CRUCES, INC. USP LONG ISLAND, INC. USP MATTIS, INC. USP MASON RIDGE, INC. USP MICHIGAN, INC. USP MIDWEST, INC. USP MISSION HILLS, INC. USP MT. VERNON, INC. USP NEVADA, INC. USP NEVADA HOLDINGS, LLC By: USP North Texas, Inc., its sole member USP NEW JERSEY, INC. USP NEWPORT NEWS, INC. USP NORTH KANSAS CITY, INC. USP NORTH TEXAS, INC. USP OFFICE PARKWAY, INC. USP OKLAHOMA, INC. USP OLIVE, INC. USP OXNARD, INC. USP PHOENIX, INC. USP PORTLAND, INC. | ||||
| By: | /s/ William H. Wilcox | |||
| Name: William H. Wilcox | ||||
| Title: President | ||||
[Signature Page to Joinder to Registration Rights Agreement]
| USP READING, INC. USP RICHMOND II, INC. USP RICHMOND, INC. USP SACRAMENTO, INC. USP SAN ANTONIO, INC. USP SAN GABRIEL, INC. USP SECURITIES CORPORATION USP ST. LOUIS, INC. USP ST. PETERS, INC. USP SUNSET HILLS, INC. USP TENNESSEE, INC. USP TEXAS AIR, LLC By: USP North Texas, Inc, its sole member USP TEXAS, L.P. By: USP North Texas, Inc, its general partner USP TORRANCE, INC. USP TURNERSVILLE, INC. USP VIRGINIA BEACH, INC. USP WEBSTER GROVES, INC. USP WEST COVINA, INC. USP WESTWOOD, INC. USP WINTER PARK, INC. USPI SAN DIEGO, INC. USPI STOCKTON, INC. WHASA, L.C. By: Surginet, Inc. its sole member and sole manager | ||||
| By: | /s/ William H. Wilcox | |||
| Name: William H. Wilcox Title: President | ||||
[Signature Page to Joinder to Registration Rights Agreement]
| ALLIANCE SURGERY AUGUSTA, LLC By: Alliance Surgery, Inc., its sole member ALLIANCE SURGERY BILOXI, L.L.C. By: Alliance Surgery, Inc., its sole member ALLIANCE SURGERY BIRMINGHAM, LLC By: Alliance Surgery, Inc., its sole member PASADENA HOLDINGS, LLC By: USP Houston, Inc., its sole member SAME DAY SURGERY, L.L.C. SAME DAY MANAGEMENT, L.L.C. By: Same Day Surgery, L.L.C., its sole member TITAN HEALTH OF MOUNT LAUREL, LLC By: Titan Health Corporation | ||||
| By: | /s/ William H. Wilcox | |||
| Name: William H. Wilcox | ||||
| Title: President | ||||
[Signature Page to Joinder to Registration Rights Agreement]
| SURGERY CENTERS OF AMERICA II, L.L.C. SURGERY CENTERS HOLDING COMPANY, L.L.C. | ||||||
| By: Surgery Centers of America II, L.L.C., its sole member | ||||||
| By: | /s/ William H. Wilcox | |||||
| Name: William H. Wilcox | ||||||
| Title: Manager | ||||||
[Signature Page to Joinder to Registration Rights Agreement]
| ORTHOLINK PHYSICIANS CORPORATION | ||
| By: | /s/ Luke Johnson | |
| Name: Luke Johnson | ||
| Title: President | ||
[Signature Page to Joinder to Registration Rights Agreement]
| SURGICAL HEALTH PARTNERS, LLC | ||
| By: | /s/ Luke Johnson | |
| Name: Luke Johnson | ||
| Title: President | ||
[Signature Page to Joinder to Registration Rights Agreement]
| SHORELINE REAL ESTATE PARTNERSHIP, LLP PHYSICIANS DATA PROFESSIONALS, INC. | ||
| By: | /s/ Jonathan Bond | |
| Name: Jonathan Bond | ||
| Title: President | ||
[Signature Page to Joinder to Registration Rights Agreement]
| USP ASSURANCE COMPANY | ||
| By: | /s/ John J. Wellik | |
| Name: John J. Wellik | ||
| Title: President | ||
[Signature Page to Joinder to Registration Rights Agreement]
IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first written above.
BARCLAYS CAPITAL INC.
| By: | /s/ John Skrobe | |
| Name: John Skrobe Title: Managing Director | ||
For itself and the other several
Initial Purchasers named in Schedule I
to the foregoing Agreement.
[Signature Page to Joinder to Registration Rights Agreement]
