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
